Terms & Conditions

1. Definitions

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

• “Agreement” means these Terms and Conditions together with any Licensing Schedules between Eagl and the Customer;
• “AI Act” means Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence and all other EU AI legislation in force from time to time;
• “AI System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments, as defined in the AI Act;
• “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 Eagl will be deemed to include the Software Service. Confidential Information of the Customer will be deemed to include the Customer Data;
• “Customer Data” means data, information or material provided or submitted by Customer or its End Users to Eagl whether through the Software Service or otherwise, including connected Customer data sources and data inputs;
• “Customer” means every legal entity that concludes an Agreement with Eagl with regard to the Services;
• “Data Processing Agreement” means the data processing agreement attached hereto as Annex 1;
• “Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679) and all other EU data protection legislation in force from time to time, and all applicable laws and regulations relating to processing of Personal Data, including where applicable the guidance and codes issued by a competent supervisory authority;
• “Disclosing Party” means the Party that discloses Confidential Information under this Agreement;
• “Documentation” means any documentation provided by Eagl concerning the use of the Software Service;
• “Eagl” is a private limited liability company established, organized and existing under the laws of Belgium, with registered office at Muishondstraat 2 box 303, 9000 Gent, Belgium, registered in the Crossroads Bank for Enterprises under company number 1022.611.909;
• “Effective Date” means the first date that is mentioned on the Licensing Schedule, 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;
• “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;
• “Internal Business Purposes” means Customer’s use of the Software Service for Customer’s own business operations, excluding any use that is prohibited under applicable laws;
• “Licensing Schedule” means a form of quotation submitted by Eagl to the Customer in which the terms and conditions of this Agreement are or are deemed to be incorporated;
• “Output” means any data, content, information, responses, analyses, insights, reports, recommendations, or other material generated by the AI System as a result of processing input data from the Customer or Third Party sources;
• “Party” or “Parties” means Eagl 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;
• “Platform” means the software platform published by Eagl that enables the Customer to upload and connect Customer Data and to develop, customize, and deploy an AI-driven financial controlling solution for anomaly detection, variance analysis, and smart financial workflows;
• “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;
• “Scheduled Downtime” means (i) planned maintenance downtime (scheduled as necessary, at Eagl’s own discretion, of which Eagl will use commercially reasonable efforts to give timely electronic notice and which Eagl will schedule to the extent practicable between 19:00 and 21:00 CET), (ii) any unavailability caused by circumstances beyond Eagl’s commercially reasonable control, including, for example, act of a government, natural disasters, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than those involving our employees), electronic communication network operator or internet service provider failure or delay (other than those managed by Eagl as part of the Agreement), or denial of service attack, and (iii) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Software Service;
• “Services” means the Software Service and/or any other services provided by Eagl to the Customer pursuant to a Licensing Schedule;
• “Software Service” means Eagl’s SaaS-services related to the Platform including the AI System as further described in the Licensing Schedule and applicable Documentation. The Software Service does not include Third Party Services;
• “Subcontractors” will mean any subcontractors of the Customer;
• “Term” means each of the Initial Term and the Renewal Term, as applicable;
• “Terms of Use” means the terms of use applicable to End Users;
• “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 Eagl and interoperate or are otherwise provided in connection with the Software Service;
• “Third Party” means any legal or natural person that is not a Party or an End User;
• “Unscheduled Downtime” means the total time during which the Software Service is not available to be accessed and used by the Customer or its End Users due to any outage that is unplanned or any emergency that requires taking down the Software Service, i.e. all downtime that is not Scheduled Downtime;
• “Updates” means all updates, modifications and releases of new versions of the Software Service containing improvements, corrections, minor modifications, bug fixes, patches, or the like that have been publicly announced by Eagl on the Software Service or on its website;
• “Upgrades” means all modifications, new features, enhancements, releases of new versions of the Software Service and similar developments of it which have not been announced already as Updates;
• “Virus” means a virus, backdoor, cancelbot, worm, logic bomb, Trojan horse or other malicious component of software or data.

2. Scope

The terms and conditions set forth in these Terms and Conditions apply to all contracts and Licensing Schedules relating to the use of the Software Services between Eagl and the Customer, except when special written agreements between Eagl and the Customer stipulate otherwise.

These Terms and Conditions are deemed to be read, understood and accepted by the Customer when the Customer accepts the Licensing Schedule and/or when Customer or its End Users start using the Software Service. The individuals ordering the Services for Customer represent that they have the authority to bind Customer.

These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that Eagl did not explicitly reject the terms and conditions of the Customer referred to in any contract or Licensing Schedule cannot be interpreted by the Customer as an acceptance by Eagl of such terms and conditions.

Eagl reserves the right to make, in its sole discretion, any material or non-material changes to these Terms and Conditions from time to time. Eagl will notify the Customer of any material changes (i.e. changes that materially affect the obligations of a Party) via e-mail or via notification in the Software Service. These changes will enter into force fifteen (15) calendar days after written notice from Eagl to the Customer. In the event the Customer does not accept these material changes, the changes will only be effective from the first Renewal Term (subject to article 12.1). Where the Customer has not notified Eagl of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes.

3. Software Service License

3.1 License

Subject to these Terms and Conditions and timely payment of the Fees by the Customer, Eagl grants the Customer and its End Users, for the Term, a renewable, worldwide, restricted, personal, non-exclusive, non-transferable, non-assignable, license, without the right to sub-license to access and use the Software Service for the Customer’s Internal Business Purposes.

The aforementioned license is granted as of the Effective Date. Customer acknowledges and agrees that Eagl can and will only grant a license and will only deliver access to those End Users that have explicitly accepted the Terms of Use when applicable.

Eagl reserves the right to make, in its sole discretion, any material or non-material changes and/or Updates to the functionality of the Software Service from time to time. Eagl will notify the Customer of material changes (i.e. changes that materially affect the core functionalities of the Software Service) via e-mail or via notification in the Software Service. These changes will enter into force fifteen (15) calendar days after written notice from Eagl to the Customer.

In the event Eagl materially reduces the core functionalities of the Software Service the Customer has the right to terminate the Agreement in accordance with article 12.2. In the event the Customer has not notified Eagl of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate this Agreement.

3.2 Restrictions

The Customer is not allowed to use the Software Service or a component thereof in a manner not authorized by Eagl. Within the limits of the applicable law and unless agreed otherwise, the Customer is not permitted to:

• make the Software Service available or sell or rent the Software Service to any Third Parties, unless explicitly agreed with Eagl;
• adapt, alter, translate or modify in any manner the Software Service;
• sublicense, lease, rent, loan, distribute, or otherwise transfer the Software Service to any Third Party;
• decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
• alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Software Service;
• intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the Software Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
• remove or in any manner circumvent any technical or other protective measures in the Software Service; or
• use the Software Service in any manner that could damage, disable, overburden, or impair Eagl’s systems or networks.

3.3 Customer responsibility

Customer will (i) ensure that its affiliates and its End Users comply with the Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software Service, and notify Eagl immediately of any such unauthorized access and/or use of which Customer becomes aware, and (iii) use the Software Service only in accordance with the Agreement and all applicable laws and government regulations, including the AI Act where applicable.

3.4 Third Party Services

The Services may contain features designed to interoperate with Third Party Services. To use such features, Customer may be required to obtain access to such Third Party Services from their providers and may be required to grant Eagl access to Customer’s account for such Third Party Services. If Customer installs or enables Third Party Services for use with the Software Service, Customer grants Eagl permission to allow the provider of that Third Party Service to access and use Customer Data as required for interoperation of that Third Party Service and the Software Service.

Eagl cannot guarantee the continued availability of such Third Party Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to Eagl.

Customer acknowledges that (i) Third Party Service providers are not Eagl’s agent, subcontractor or sub-processor, (ii) Eagl makes no representations or warranties regarding Third Party Services, (iii) a Third Party Service’s terms and conditions, including their data protection terms, and not this Agreement, will apply to Customer and govern Customer’s use of that Third Party Service, (iv) Eagl is not responsible for the content and operation of any Third Party Services, or for the acts or omissions of any Third Party Service provider, (v) Eagl has no liability whatsoever to Customer arising out of or related to Third Party Services, and (vi) Eagl has no control over Customer Data provided to any Third Party Service, and Eagl is not liable for any disclosure, modification, deletion of or failure to delete Customer Data resulting from access by a Third Party Service.

4. Customer Data and Output

The Customer grants Eagl, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit and display the Customer Data to the extent necessary to perform its obligations under this Agreement, in particular to provide and maintain the Services, and for no other purposes. Eagl may copy, execute and backup such Customer Data, as necessary, to perform its duties under this Agreement. For the avoidance of doubt, Eagl will not use Customer Data to further train the underlying models of the AI System unless explicitly agreed otherwise.

Unless expressly agreed otherwise in writing by the Customer, Eagl will not have any right, title or interest in relation to such Customer Data other than as set forth in these Terms and Conditions.

Subject to the terms and conditions of this Agreement, Eagl grants to Customer a worldwide, irrevocable, fully paid up, non-exclusive, transferable license to use, reproduce, modify, create derivative works of, distribute, display, and otherwise exploit all Output generated by the Software Service for any Customer’s Internal Business Purposes.

This license expressly prohibits (i) using Output to compete with Eagl; or (ii) reselling or redistributing Output as a standalone product. Customer shall own all derivative works created from Output, subject to Eagl’s underlying Intellectual Property Rights in the Software Service and generation methodologies.

5. Intellectual Property

5.1 Software Service

Customer acknowledges and agrees that these Terms and Conditions are not a sale of the Software Service or any rights therein, and that Eagl and its licensors will at all times retain all Intellectual Property Rights in and to the Software Service and any related Eagl content. All rights in and to the Services and Eagl content not expressly granted to the Customer in these Terms and Conditions are reserved by Eagl. No license is granted to the Customer except to use the Software Service as expressly stated herein.

Eagl’s name, Eagl’s logo, and the product names associated with the Software Service are trademarks of Eagl or Third Parties, and they may not be used without Eagl’s prior written consent. Customer acknowledges and agrees in particular that the source code of the Software Service is and remains Confidential Information and forms a proprietary trade secret of Eagl.

5.2 Customer Data

Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data.

5.3 Feedback

Eagl is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its End Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting Eagl any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in the Feedback.

6. Warranties

The Customer and Eagl represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions.

Customer represents and warrants that: (i) it either owns the Customer Data or is otherwise permitted to grant the license set forth in article 4; (ii) Customer owns or otherwise has and will have the necessary rights and consents so that the use of Customer Data on or through the Software Service does not and will not violate the privacy rights, publicity rights, Intellectual Property Rights, or any other rights of any person or Third Party; and (iii) the upload or connection of Customer Data on the Software Service does not and will not result in a breach of contract between Customer and any Third Party.

Customer further warrants that the Customer Data provided will be accurate and truthful and will not (i) misappropriate any trade secret; (ii) be misleading, defamatory, obscene, discriminatory or unlawful; or (iii) contain Viruses, whether or not intended to damage the Software Service. Any use of the Software Service in violation of these representations and warranties by Customer will constitute an unauthorized and improper use of the Software Service.

Eagl will implement reasonable and proportionate technical and organizational security measures that contribute to the careful storage and adequate security of the Software Service, along with the Customer Data, including safeguards designed to prevent unauthorized access by Third Parties. These measures may include adherence to recognized industry standards, such as ISO/IEC 27001 certification or equivalent information security frameworks, where applicable.

The Customer assumes the risk of damage to, or loss of data and information stored by Eagl if such damage or loss is a result of errors, intentional misconduct, and/or gross negligence on the part of the Customer or its End Users.

The Software Service will be provided by Eagl under these Terms and Conditions on an “as-is” basis. Except as expressly provided in these Terms and Conditions and to the extent permitted under applicable law, Eagl expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Services, other than that Eagl warrants that the Software Service will, to its best knowledge, not contain any Viruses or infringe any Intellectual Property Rights of Third Parties. In particular, Eagl does not warrant that the Software Service is error-free or that the use and/or operation of the Software Service will be secure or uninterrupted, that Eagl will detect any or every defect in Customer’s systems or that any or all problems with respect to the Software Service can be solved and hereby disclaims any and all liability on account thereof.

7. Liability

The AI System made available via the Software Service are connected to the Customer’s own data sources. While Eagl strives to ensure the quality of the AI System by implementing internal processes aimed at monitoring and improving the Output, the AI System remains subject to inherent limitations. The accuracy, completeness, and reliability of the Output depend significantly on the quality and structure of the Customer’s Data.

Consequently, the Software Service may produce incomplete, incorrect, or offensive Output that does not reflect the views or opinions of Eagl. All Output is provided for informational purposes only. Customers are solely responsible for evaluating and verifying the Output before relying on it.

To the extent permitted under applicable law, Eagl will not be held liable for any damages or additional costs resulting from reliance upon the Output, except where such damages are due to Eagl’s gross negligence or wilful misconduct. The Customer retains full responsibility for any use of the Output and assumes all related risks and liabilities, including but not limited to any claims, damages, or disputes arising from Output.

Under no circumstances will Eagl be held liable for any such claims or damages, regardless of their nature, except where such claims are directly attributable to Eagl’s gross negligence or wilful misconduct.

To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will not in any event exceed the Fees paid or payable by the Customer to Eagl during the preceding twelve (12) month period.

The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct. For the avoidance of doubt, it is specified that except for Customer’s breach of article 3.2 of these Terms and Conditions or Eagl’s liability for an infringement claim, neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.

8. Indemnities

8.1 By Eagl

Eagl will defend, indemnify and hold harmless the Customer from each and every founded and well-substantiated demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, incurred by reason of, or arising out of, against any claim brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the Software Service and excluding any claims resulting from (i) any unauthorized use of the Software Service by the Customer or any End User or any use not in accordance with these Terms and Conditions, the Documentation and/or the Terms of Use, (ii) the Customer’s or any Third Party’s modification of any of the Software Service, (iii) the Customer’s failure to use the most recent version of the Software Service made available to it, or (iv) the Customer’s use of the Software Service in combination with any Third Party products or services to the extent that such combination gave rise to the alleged infringement.

In the event the Software Service or any part thereof, in Eagl’s reasonable opinion, is likely to or become the subject of a Third Party infringement claim, Eagl will have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Software Service so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Software Service in accordance with these Terms and Conditions; or (iii) terminate these Terms and Conditions and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.

The foregoing states the entire liability and obligation of Eagl and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Software Service or any part thereof.

8.2 By Customer

Customer will indemnify, defend and hold Eagl, its affiliates and their officers, directors, employees, agents, successors and assigns harmless from (i) any Third Party claim, action, suit or proceeding arising out of or resulting from Customer Data or Eagl’s use thereof, (ii) misuse of the Software Service, or (iii) the Customer’s use of the Output.

8.3 Conditions

Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim, provided that any failure or delay in such notice shall not relieve the indemnifying Party of its obligations except to the extent that the defence of such claim is materially prejudiced; (ii) the indemnifying Party will have sole control of the defence and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defence of such claim, at the indemnifying Party’s expense.

9. Price and Payment Conditions

9.1 Price

Unless stipulated otherwise, the price is a net price exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions.

Customer will pay or refund Eagl for any applicable taxes, duties, or other charges imposed by any government authority for Customer’s use or receipt of the Software Service. If Customer is required by law to deduct or withhold tax, Customer will increase the amount it pays to Eagl so that Eagl still receives the net amount originally invoiced. Customer will promptly provide all tax receipts, or a valid exemption certification (if applicable), confirming it has paid or withheld tax.

The Fees for the Services are specified in the Licensing Schedule. Eagl reserves the right to index the prices annually on 1 January based on the Agoria Digital index published by the sector federation Agoria (or any other agreed equivalent index if the Agoria Digital index is no longer available).

Eagl may increase the Fee by an amount not to exceed up to Eagl’s prevailing prices to its customers generally for such Services, at the latest fifteen (15) days prior to the commencement of a potential notice period, as set forth in article 12.1. Such price adjustment will become effective from the commencement date of the Renewal Term. In the event the Customer does not agree to such price revision, the Customer may terminate the Agreement in accordance with the provisions of this Agreement. No license rights for a Renewal Term will go into effect before payment of the applicable Fee.

9.2 Payment

Unless specified otherwise in the Licensing Schedule, Eagl will send an invoice on an annual basis at the beginning of each contract year in which it will specify the license Fee for the upcoming contract year. The Fee will be payable upfront, one (1) month before the Effective Date or each subsequent anniversary thereof, unless explicitly agreed otherwise.

Any complaint about invoiced amounts must be lodged with Eagl by registered letter within fourteen (14) days after receipt of the invoice. If Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.

All invoices for any charges under these Terms and Conditions are due and payable within thirty (30) calendar days of the invoice date, unless explicitly specified otherwise in the Licensing Schedule. Eagl has the right to send its invoice electronically.

Unless explicitly stated otherwise under this Agreement, all payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro.

All amounts not paid by the Customer on the due date mentioned in the invoice will bear interest in accordance with the Belgian law of 2 August 2002 on combating late payments in commercial transactions, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount. Moreover, Eagl reserves its right to suspend further delivery of the Software Service.

10. Support, Maintenance & Professional Services

Eagl will during the Term provide support and maintenance services relating to the Software Service on a best-efforts basis. Support will be delivered via various channels such as calls, chats, or emails and will be available in Dutch or English.

Any request for support or complaint should be promptly reported to Eagl following the issue that gave rise to the request or complaint. The Customer must provide all relevant information regarding the issue to facilitate a comprehensive investigation by Eagl and ensure an appropriate response. Any detrimental effects arising from delays in reporting the issue will be borne solely by the Customer.

Eagl will use all reasonable efforts to minimize the Scheduled and Unscheduled Downtime of the Software Service.

11. Data Protection

Each Party will and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and the DPA agreed between the Parties in respect of all Personal Data processed under this Agreement. In connection with and for the purpose of providing the Software Service under this Agreement, Eagl will process Personal Data in accordance with the provisions of the DPA.

12. Term and Termination

12.1 Term

The Agreement will enter into force and be effective as of the Effective Date and will remain in effect for the subscription period described in the Licensing Schedule (the “Initial Term”). The Agreement will automatically renew for successive periods equal in length to the expiring subscription term (each a “Renewal Term”) beginning at the end of the Initial Term (or the then current Renewal Term), unless a Party files a notice of termination at the latest thirty (30) days prior to the end of the Initial Term or the then current Renewal Term, as applicable.

12.2 Termination

Eagl may immediately terminate this Agreement (or alternatively, in its sole discretion, suspend the access to the Software Service) due to material breach on giving written notice in the event the Customer breaches the terms of use of the Software Service as set out in article 3 or infringes Eagl’s Intellectual Property Rights.

Eagl may also suspend the access to the Software Service if the Customer fails to pay to Eagl any amount due hereunder and fails to cure such failure to pay within thirty (30) calendar days from the date of a written payment default notice from Eagl.

Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days from receipt of a default notice.

Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

Upon termination of this Agreement for whatever reason (i) the Customer will promptly pay Eagl all Fees and other amounts earned by or due to Eagl pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer and the End Users pursuant to this Agreement, including the rights to use the Software Service as per article 3, will automatically terminate. Termination of this Agreement on whatever ground will be without prejudice to any right or remedy that has accrued prior to the actual termination.

At Customer’s request, Eagl will provide a one-time, supplementary service for the transfer of the Customer Data from the Software Service towards the Customer free of additional charge in JSON format, within thirty (30) days after termination of the Agreement.

Following transfer, Customer has a period of fifteen (15) days to provide a written notice confirming that the transfer was successful or to notify issues in the transfer and if further steps are required. Eagl will delete all Customer Data upon the earlier of (i) written confirmation by Customer of a successful transfer of Customer Data or (ii) expiry of the fifteen (15) day period without notice from the Customer relating to the transfer of the Customer Data.

Under no circumstances will Eagl be liable for any financial or other damages due to loss or damage of Customer Data caused by the transfer of Customer Data. Any live connections with Customer Data or Customer Third Party data sources will be terminated on the termination date.

The provisions of these Terms and Conditions that are expressly or implicitly intended to survive termination will survive any expiration or termination of this Agreement.

13. Confidentiality

The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care).

The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party substantially similar to those herein (collectively, “Representatives”). The Receiving Party shall be liable for any breach of this article 13 by its Representatives as if such Representatives were a party hereto.

Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof will prevail if there is a conflict with the provisions of this article.

The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of the Agreement unless a confidentiality agreement between the Parties stipulates otherwise.

For the avoidance of doubt, Confidential Information that qualifies as trade secrets under applicable law will be kept confidential in accordance with applicable law.

Upon termination of the Agreement, for whatever reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party’s option, erase or destroy all Confidential Information.

14. Trial

Eagl offers trial periods to new Customers registering for the Software Service for the first time. The following terms specifically apply to the trial period. All other aspects remain subject to the Terms and Conditions.

14.1 Eligibility

The trial is available only to new Customers who have not previously subscribed to the Software Service.

14.2 Duration

The trial period is valid for three (3) months (unless stated otherwise), commencing upon the Customer’s registration completion, after which access to the Software Service is granted.

14.3 Termination

Unless the Customer gives notice of cancellation before the trial period ends, the Customer will be bound by the terms and conditions of the Licensing Schedule.

15. General Provisions

15.1 Force Majeure

Neither Party shall be liable for any failure or delay in fulfilling its obligations under this Agreement to the extent such failure or delay is caused by events beyond the reasonable control of the affected Party.

15.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles.

15.3 Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Ghent, Belgium.

15.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Entire Agreement

This Agreement, together with the Licensing Schedule and any annexes, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

Contact

For any questions regarding these Terms and Conditions, please contact us at info@geteagl.com or Muishondstraat 2 box 303, 9000 Gent, Belgium.