DeltaBlue

1. Definitions

1.1. “Agreement” refers to this platform license agreement in its entirety, including its Annexes and any amendments from time to time, in accordance with any license terms that are agreed upon between DeltaBlue and its licensor;

1.2. “Confidential Information” refers to any information, either in written form (including electronic data) or orally, including but not limited to technical information, know-how, trade secrets and other intellectual property rights, market opportunities, strategies, customers and potential customers, business and/or financial or information, etc. related to DeltaBlue or the Platform;

1.3. “End User” means an individual (such as but not limited to, an employee, subcontractor, supplier, consultant, etc.) who is authorized by the Client to access and use the Platform, and who has been given a unique account or identifier;

1.4. “Platform” refers to the platform developed by DeltaBlue, consisting of Software, to which End User has access to off-premises or on-premises;

1.5. “Proprietary Rights” means patent rights, trademarks, design and models, copyrights (including rights in software source code), rights in databases, proprietary rights in know-how, including trade secrets and other Confidential Information, and any other form of legally protectable intellectual or industrial property rights under any jurisdiction whatsoever;

1.6. “Software” means all software products DeltaBlue, either owned or licensed by DeltaBlue from third parties.

1.7. “Quote” or “Specification Sheet” means an offer containing an overview of DeltaBlue Platform related products and or services. Consultable or made available through contact with a DeltaBlue, via the Internet or via email or via the DeltaBlue Platform. This contains prices and product or service specifications. Additionally, this will include contract duration and payment terms. A quote or specification sheet can also refer to prices and product specifications viewable in the DeltaBlue Cloud Platform.

2. Access to the Platform

2.1. Subject to the terms and conditions of this Agreement, DeltaBlue grants the Client a non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Platform, solely within the Client's internal organization for its own business purposes, on devices owned or controlled by the Client. Any right not specifically licensed to the Client under this Agreement, is reserved by DeltaBlue

2.2. The Client's right to use the Platform shall be limited to the number of End Users, as specified in Annex I - Specification Sheet. The Client is responsible for the compliance of its End User(s) with the terms and conditions of this Agreement. To this end, Client shall conclude an agreement with its End Users, with at least the terms as specified in Annex - End User Terms, to ensure that the End Users will meet the requirements of this Agreement.

2.3. Each End User needs to use a current account in order to use the Platform. The Client agrees to provide DeltaBlue with accurate, timely information about the End User(s) and to update this information so that it remains current. The Client will not provide DeltaBlue with false information about the End Users' identity or otherwise misrepresent the End Users' identity to DeltaBlue. DeltaBlue will only use personal data of the End Users for the purposes for which DeltaBlue has the information at its disposition, and in a manner consistent with this Agreement.

2.4. The Client shall, during the continuation of the Agreement, to the extent reasonably possible effect and maintain adequate security measures to safeguard the Platform from unauthorized access, use, reproduction or disclosure and shall maintain accurate written records of the names of all End Users who have had access to the Platform. The Client will notify DeltaBlue immediately if it becomes aware of any unauthorized use or disclosure of the Platform, and will give full cooperation, at its own expense, to minimize the effects of such unauthorized use or disclose. If so requested by DeltaBlue, the Client shall, in accordance with the conditions of Article 11, make such records available to DeltaBlue, so that DeltaBlue may satisfy itself that the Client complies with the terms and limitations of the right to use the Platform.

2.5. The Client represent and warrant that it has full right and power to enter into and perform this Agreement.

3. Prohibited use of the platform

3.1. When using the Platform the following prohibitions apply:

• a. The Client will not copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, translate or alter any part of the Platform in any way whatsoever;
• b. The Client will not perform an action with the intent of introducing any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature to the Platform;
• c. The Client will not use the Platform in a manner that could cause harm, damage or loss to any individual, or otherwise harm, defame, abuse, harass or threaten others or allow or encourage any third party to do so;
• d. The Platform has protection mechanisms designed to manage and protect DeltaBlue's rights and the Propriety Rights of its licensors. The Client will not modify or alter these mechanisms or try to circumvent them; and
• e. The Client will not use the Platform in any manner or for any purpose that may violate any law or regulation, or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, harmful, or contains viruses, or infringes or may infringe Intellectual Property or other rights of DeltaBlue, its licensors or any individual or entity.

3.2. The Client will not attempt to gain access to DeltaBlue's private system areas or to other areas within the Platform, to which you are not expressly permitted access. Accounts registered by “bots” or other automated methods are not permitted.

4. Fees and payment

4.1. The Client must pay all fees within the payment term as specified in the quote and/or Specification Sheet. Late payments are subject to interest charges of 1% per month on any outstanding balance, or the maximum permitted by law, which is less, plus 10% of the outstanding balance, with a minimum amount of 250,00 EUR for costs associated amongst other things, the collection of the amounts due and with the adverse consequence on DeltaBlue's cash flow, as liquidated damages (whereby the parties confirm that this sum represents a genuine pre-estimate of DeltaBlue's loss). This paragraph is without prejudice to DeltaBlue's right to prove and claim any higher damages. The Client will continue to be charged during any period of suspension. In event of any termination, the Client will pay the unpaid balance due calculated in accordance with this Article.

4.2. Payments made by the Client under this Agreement exclude any taxes or duties payable in respect of the Platform in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by DeltaBlue, the Client must pay to DeltaBlue the amount of such taxes or duties in addition to any fees owed under this Agreement.

4.3. Prices and payment terms are described in a quote or specification sheet, made available through contact with DELTABLUE via the Internet or via email or through the DeltaBlue Cloud platform. Quotations drawn up by DELTABLUE are valid for 2 months, unless otherwise specified.

4.4. Extended Price Validity: By way of exception to the general provisions of this agreement, and only in specific cases — such as when issuing a price offer or tender where the nature of the acceptance process requires price validity exceeding two (2) months — the Client may request a longer validity period. This is only permitted with DeltaBlue's prior written consent and if the Client has explicitly specified such a required validity period in writing (e.g., in the context of a public or defense procurement procedure). In such cases, DeltaBlue shall consider the proposed pricing accepted unless it issues a formal rejection within a reasonable timeframe following receipt.

4.5. Third-Party Cost Adjustments: In any case, DeltaBlue reserves the right to adjust prices in the event of increased costs imposed by third-party suppliers. This includes, but is not limited to, changes in cloud infrastructure costs or operational expenses. Such cost increases may be passed on to the Client, provided that they are directly attributable to verifiable adjustments in third-party supplier pricing.

5. Credit Card registration

5.1. Regardless of the payment method selected by the Customer, the Customer is required to register a valid and operational credit card with their account upon registration or use of the Software. The credit card must be issued in the name of the Customer or an authorized representative.

5.2. The credit card is linked exclusively for the following purposes:

• Primary Payment Method (when applicable): The credit card will be used as the primary method of payment for the services if the Client (i) does not have a contract type that allows for an alternative payment method, or (ii) explicitly selects credit card as the preferred payment method. If no alternative method is selected or accepted, credit card payment will apply by default.
• Backup Payment Method: The registered credit card serves as an alternative payment method in the event that a regular payment, such as a bank transfer, direct debit, or a digital payment service designated by DeltaBlue that acts as an intermediary for the processing of electronic payments (such as PayPal), fails or is not received within the agreed payment term.
• Verification and Fraud Prevention: Credit card registration also serves to verify the Client's identity and to prevent misuse or fraudulent activity on the platform. For example, when users create new (additional) billing profiles within the platform, a credit card may be required to verify the legitimacy of the account.
• Service Continuity: Having a valid backup payment method ensures uninterrupted access to the services and prevents disruptions due to payment issues.

5.3. Credit Card Data and Security: Credit card data is stored and processed in accordance with applicable data protection laws and is handled exclusively via a PCI-DSS certified payment service provider designated by DeltaBlue. At no point does DeltaBlue have direct access to or visibility of full card details.

5.4. Obligation to Keep Card Information Updated: The Customer is responsible for keeping the linked credit card up to date and ensuring sufficient available credit to cover expected transactions. In the event the linked credit card expires or is declined, the Customer must provide a new valid credit card within five (5) business days.

5.5. Consequences of Non-Compliance: If the Customer fails to link or update a valid credit card in accordance with this article, DeltaBlue reserves the right to suspend access to the Software, in whole or in part, until full compliance is achieved.

5.6. The obligation to associate a credit card is implemented to support efficient and automated billing operations and to ensure continuity of service. This does not affect the ability to pay subscription fees via other methods (such as SEPA, bank transfer, or a digital payment service designated by DeltaBlue), provided such payments are expressly permitted under the applicable contract type and made in full and on time. Alternative payment methods are not available under all contract types, and DeltaBlue reserves the right to require credit card payment as the sole accepted payment method depending on the subscription model or service level. The selected payment method, per service, is specified in the quote or specification sheet.

6. Term, termination and default

6.1. DeltaBlue and the Client may terminate this Agreement by giving not less than 30 days' prior written notice of termination to the other party.

In the event that DeltaBlue terminates the Agreement, the Client may request a longer notice period if such an extension is operationally necessary to facilitate the transition of services to another provider. This request must be made in writing and may only be granted if, at the time of the request, the Client is in full compliance with all terms of the Agreement, including being fully up to date with all payments due for the services.

DeltaBlue reserves the right to make the provision of any services during the extended notice period conditional upon prior invoicing and advance payment. No such extended services shall be delivered unless payment has been received in full in accordance with the issued invoice.

6.2. DeltaBlue may suspend or terminate this Agreement and the End Users' accounts with immediate effect, if the Client fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due, unless such failure is remedied by the Client within ten (10) days after having been notified of such failure by DeltaBlue.

6.3. DeltaBlue may take technical measures that restrict access to the Platform, with immediate effect, if the Client fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due, unless such failure is remedied by the Client within ten (10) days after having been notified of such failure by DeltaBlue.

6.4. Notwithstanding the foregoing, DeltaBlue may suspend or restrict access to the Platform with immediate effect and without prior notice, if the Client or any of its End Users:

• 6.4.1. engages in activities that compromise the security, integrity or availability of the Platform or related infrastructure;
• 6.4.2. materially breaches any provision of this Agreement, the Data Processing Agreement, or applicable law;
• 6.4.3. makes unauthorized use of the Platform or uses it in violation of the Acceptable Use Policy or any applicable data protection obligations. Such suspension may remain in effect until the issue has been remedied or the Agreement is terminated, without prejudice to DeltaBlue's rights.

6.5. Upon termination of this Agreement for whatever reason, the Client will not be entitled to credits or refunds for any unused portion of this Agreement.

6.6. All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Articles 5, 6, 7, 8 and 9 will survive expiration or termination.

6.7. By way of derogation from Article 6.1, the customer shall have the right, in the event that DeltaBlue terminates the agreement, to invoke an extended notice period of up to six months. This extension shall apply only if the technical interdependence between the customer's applications and the DeltaBlue platform is such that the standard notice period of 30 days is insufficient to safely and reliably carry out a migration to an alternative solution.

If the customer wishes to make use of this extended notice period, a tailored service agreement shall be entered into in consultation with DeltaBlue, in which all terms and service levels regarding the services during the extended notice period shall be laid down in writing. The customer accepts that DeltaBlue will charge additional fees for the extended notice period (subject to the provisions of the aforementioned service agreement) which must be paid prior to the extended notice period.

The provisions of Articles 6.2 through 6.5 shall remain fully applicable.

7. Warranty, indemnity and obligations

7.1. The Platform and any third party content accessible in connection therewith are provided “as is” and “as available”, and, except as expressly provided herein, without warranties of any kind. To the fullest extent permissible by applicable law, DeltaBlue disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, DeltaBlue and its suppliers make no representation, warranty or guaranty (1) as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform or any content therein or generated therewith, and (2) that (a) use of any Platform will be secure timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Platform will meet the Client's requirements or expectations, (c) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted, (d) errors or defects will be corrected, or (e) the Platform is free of viruses or other harmful components. Without limiting the foregoing, to the maximum extent permitted by applicable law, DeltaBlue and its suppliers shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of DeltaBlue. The Client may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the warranty period.

7.2. The Client is solely responsible for the activity that occurs on the accounts of its End Users. DeltaBlue does not guarantee the security of any information transmitted to or from DeltaBlue.

8. Liability

8.1. To the maximum extent permitted by applicable law, DeltaBlue's maximum liability for any damages arising out of or relating to this Agreement, whether in contract or tort, shall be limited to the actual damages such party incurs, up to the amount actually paid by the Client to DeltaBlue under this Agreement during a period of 6 months preceding the day the damage occurred, prior to the cause of the damages.

8.2. Notwithstanding anything else in this Agreement, to the maximum extent permitted by applicable law, in no event shall DeltaBlue be liable for any special, incidental, punitive, indirect or consequential damages (including lost profits, revenue or goodwill) whatsoever arising out of or in any way related to this Agreement. The Client specifically understands and agrees that DeltaBlue disclaims all warranties and liability with respect to loss, loss of use or corruption of any Data or other data the Client may provide.

8.3. The Client agrees that if any of its activities intentionally conducted in violation of this Agreement are found to disrupt or damage the Platform, the Client will reimburse DeltaBlue for administration costs incurred in repairing the affected systems as well as direct and indirect damages (such as but not limited to lost profits, revenue or goodwill) incurred by DeltaBlue arising out of such activities.

8.4. Neither Party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) arising out or caused by, directly or indirectly, forces beyond its reasonable control (“Force Majeure”), including, without limitation, strikes, power shortages or power outage or downtime which is caused by the energy supplier or the energy network or the external infrastructure, attacks of hackers, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of Gods, governmental action, labor conditions, or any other cause which is beyond reasonable control of the Party.

9. Confidential information

9.1. The Client may use Confidential Information solely for the purpose of performing the Agreement. The Client shall not disclose or use any Confidential Information and shall take all reasonable measures to maintain the confidentiality of Confidential Information in its possession or control, which will in no event be less than the measures the Client uses to maintain the confidentiality of its own information of equal importance. Confidential Information disclosed under the Agreement may not be disclosed to the End Users, unless the End Users have been made aware of their responsibilities under the Agreement and are subject to confidentiality terms no less stringent that those contained herein. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination or expiry of the Agreement.

9.2. This provision imposes no obligation on the Client with respect to Confidential Information which: (i) is or becomes public knowledge through no fault of the Client, (ii) was in the Client's possession before receipt thereof from DeltaBlue and was not subject to a duty of confidentiality, (iii) is rightfully received by the Client without any duty of confidentiality, or (iv) is disclosed generally to a third party by DeltaBlue without a duty of confidentiality on the third party. The Client may disclose Confidential Information as required by law or court order provided that the Client promptly notifies DeltaBlue in writing of the requirement for disclosure and the Client may only disclose as much of the Confidential Information as is required.

10. Proprietary rights

10.1. Title to, interest in and ownership of the trademark and all other Intellectual Proprietary rights subsisting in the Software and/or the Platform shall remain vested in DeltaBlue or its licensors. The Client acknowledges DeltaBlue's or its licensors' ownership of the foregoing rights and shall acquire no, and shall purport to grant no, proprietary rights, title or interest in any of the foregoing.

10.2. Nothing in the Agreement shall prohibit DeltaBlue and/or its licensors in any manner from using, developing, marketing, sub-licensing, or otherwise disposing of the Platform and any portion thereof, or concepts embodied therein anywhere in the world, nor shall anything therein be construed to grant to Client or any subsidiary or group member of the Client any rights in the Platform or to any other present or future platform of DeltaBlue or its licensors, whether or not similar to the Platform.

10.3. The Client is responsible for: (i) ensuring that it has obtained the rights from the relevant third party vendor to share specifications, interface definitions or protocols (and any other Intellectual Property Rights of any third parties which it shares with DeltaBlue (or allows DeltaBlue to access and/or use)); and (ii) for the granting to DeltaBlue of the rights to interoperate the Platform with third party network elements and applications.

11. Audit

11.1. DeltaBlue has the right to audit the Client's use of the Platform in order to ensure compliance with the terms and conditions of the Agreement. To this end, the Client shall permit DeltaBlue to inspect and have access to any premises (and to the computer equipment located there), and have access to any records kept in connection with the Agreement, for the purposes of ensuring that the Client is complying with the terms of the Agreement. Provided that DeltaBlue provides reasonable advance notice to the Client of such inspections (of at least 10 days), which shall take place during regular business hours. DeltaBlue shall endeavor to conduct any such audit in a manner which does not unreasonably interrupt the Client's normal business operations. In particular the Client shall keep detailed, accurate and up-to-date records relating to its use of the Platform. The Client shall give all necessary assistance to the conduct of such audits.

11.2. In the event the audit reveals that the Client's use of the Platform is not in accordance with the permitted scope of use, the Client shall be liable for such audit costs and to promptly remedying any underpayments revealed during the audit. If the Client does not pay, DeltaBlue may end this Agreement in accordance with Article 5.2. Upon the written request of DeltaBlue at any time and from time to time, the Client shall promptly provide DeltaBlue with a written statement confirming that the Platform is being used in accordance with the terms conditions of this Agreement.

12. Data

12.1. DeltaBlue shall implement appropriate technical and organizational measures to protect personal data (from the Client or its End Users) against unauthorized or unlawful processing and accidental loss or damage. For the purposes of this Agreement, the concept of ‘personal data' refers to: any information relating to an identified or identifiable natural person (the ‘data subject'). A natural person shall be deemed ‘identifiable' if he or she can be identified on a direct or indirect basis, 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.

12.2. Except as expressly provided otherwise, this Agreement does not transfer ownership of, or create any licenses (implied or otherwise), in any Intellectual Property Rights in any personal data.

12.3. DeltaBlue and the Client shall comply with all laws and regulations applicable to the protection of personal data, including the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the ‘GDPR').

12.4. The Client shall not use the Platform and/or any related materials in a manner that violates any right of a data subject.

13. Severability

13.1. If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable law.

14. Governing law and jurisdiction

14.1. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the Belgian law.

14.2. Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the Belgian Courts of the judicial district of LIMBURG, Hasselt section, even if it concerns accepted bills which are payable and/or domiciled outside this judicial district.

Annexes

• SLA - Service Level Agreement
• DPA - Data Protection Agreement
• EULA - End User Terms (End User License Agreement)