1. General - Scope
The following terms and conditions apply to all business relationships between the customer, following named also as "you", "Customer" or "User(s)"; and Awingu NV, a Belgian limited liability company having its registered offices at Ottergemsesteenweg-Zuid 808, bus 44, 90000 Gent, Belgium, enterprise number 0832.859.222 (RLP Gent), following named as "we", "us" or "Awingu".
Dissenting, conflicting or additional customer terms and conditions, even if acknowledged, are not part of the Agreement unless their validity is expressly agreed upon.
Your business relationships with Awingu will be governed by Belgian law.
2. Conclusion of the Agreement
These Terms and Conditions apply to all users of the Services, including without limitation any sub-users. Using the Services in any manner constitutes your acceptance and agreement to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use the Services and you should exit the Website and stop use of the Services immediately.
You may use the Services provided that you are of legal age to form a binding contract and are not a person banned from receiving services under the laws of Belgium and/or the European Union, or any other jurisdiction.
In order to access any Services, you are required to provide current and accurate identification, contact, and other details as part of the registration process. You are responsible for maintaining the confidentiality and accuracy of your account information, and you are responsible for all activities that occur under your account. You are solely responsible for all content on your account. You agree to immediately notify Awingu of any unauthorized use of your account or any other breach of security. Awingu will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your account secure.
Awingu reserves the right, at any time and from time to time, to amend or to modify these Terms and Conditions subject to reasonable prior notification by posting an announcement on the Website. By continuing to access or use the Services after any such amendments or modifications take effect, you agree to be bound by such amended or modified Terms and Conditions. If you do not agree to any change to these Terms and Conditions, then you must immediately stop using the Services.
Awingu reserves all rights not expressly granted to you under the Agreement.
Your right to use the Services shall be governed by the Agreement, including Awingu’s End User License Agreement (the “EULA”) entered into between the User and Awingu, as may be amended from time to time.
The Services may contain content specifically provided by us, our partners or our users and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Services.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
All content, data or information added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any content you access on or through the Services is or will continue to be accurate.
By submitting any User Content to the Services, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content solely in connection with the Services and our (and our successors' and assigns') businesses, including without limitation for redistributing part or all of the Website or the Services (and derivative works thereof) in any media formats and through any media channels. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
5. Data integrity
Where data is transmitted to us, User is to back up their data regularly. The servers will be backed up regularly by us only when this is part of the offer. In the case of data loss, User must reload the data. Awingu shall have no liability for any data that may be lost, or unrecoverable, by reason of User's failure to backup its data.
We are not responsible for any damage direct or indirect caused by a data loss. Awingu shall have no responsibility to preserve data.
User will receive a user ID and password for security purposes. This must be kept confidential. User will be held liable for any malpractice resulting from the unauthorized use of the password.
8. Terms of payment
Awingu accepts such forms of payment as indicated on the Website. Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.
Awingu uses third party payment processors to bill the User through a payment account linked to such user's account for the Services (the "Billing Account"). The processing of payments will be subject to the terms, conditions and privacy policies of such payment processors in addition to this Agreement. We are not responsible for error by the relevant payment processors. By choosing to use paid Services, you agree to pay us, through the payment processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the payment processors, to charge your chosen payment provider. You agree to make payment using that selected payment method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Awingu may collect VAT or other indirect taxes at the appropriate rate (as per applicable tax rules) at the time of purchase of the Services. 21 % Belgian VAT generally applies if you are located in the EU and the Services are purchase and used in the EU. Other local taxes may apply in certain countries. You explicitly waive any right to VAT reimbursement from Awingu if the amount of VAT ultimately payable by the latter to the tax authorities would for any reason be lower than the amount of VAT collected from you at the time of purchase.
9. Refund Policy
When you purchase Services directly from Awingu you will be entitled to a cancellation period of fifteen (15) days (a "Cooling-Off Period") unless you have made use of the Services in any way, in which case the Cooling-Off Period will be extinguished and your purchase cannot be cancelled or refunded.
Outside of the Cooling-Off Period, no refunds shall be made.
Awingu reserves the right to refuse a refund request if it reasonably believes (i) that you are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same Service; (ii) if you are in breach of these Terms and Conditions or (iii) if Awingu reasonably suspects that you are using our Services fraudulently or that your User account is being used by a third party fraudulently.
10. Demo Account
If you register for a demo account to trial Awingu, you may use the Services in accordance with the present terms and conditions during an initial testing period of fourteen (14) days. The use of a demo account cannot be combined with any other usage of the Services whatsoever. Your right to use the Services under a demo account will automatically terminate when: a. the test budget for such demo account is consumed; b. the demo account is not initially accessed within three (3) days as from its creation; c. Awingu reasonably suspects that you use multiple demo accounts; d. in Awingu's reasonable opinion you are not qualified to use the Services; or e. you have indicated that you do not intend to continue to use the Services after the testing period.
Awingu reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms and Conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.
Awingu may terminate its relationship with you, or may terminate or suspend your use of the Services, User account and/or Website at any time and without recourse to the courts:
Awingu shall effect such termination by preventing your access to your User account, the Services and/or Website (as applicable).
Any such termination may result in the forfeiture and/or destruction of information associated with your account.
Unless explicitly stated otherwise in these Terms and Conditions, any fees paid hereunder are non-refundable and any fees owed to Awingu before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as Awingu's costs for collection (including attorneys' fees) of any such charges or other liabilities.
Upon termination, any and all rights granted to User by this Agreement will immediately be terminated, and User shall promptly discontinue all use of the Services. If you wish to terminate your account, you may do so by following the instructions on the Website or through the Services.
All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with Awingu.
For your convenience, Awingu may provide you with a French/Dutch/German of the English language version of these Terms upon your request. In the event of any inconsistency between a non-English version of these Terms and the English version, the English version shall govern your relationship with Awingu.
The Agreement constitute the entire agreement between you and Awingu with respect to your use of the Services.
If any provision of the Agreement (or part of it), is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, then such provision (or part of it) shall be removed from the Agreement without affecting the legality, validity or enforceability of the remainder of the Agreement.
The failure by Awingu to exercise, or delay in exercising, a legal right or remedy provided by these Terms and Conditions or by law shall not constitute a waiver of Awingu's right or remedy.
You may not assign this Agreement or any rights or obligations contained therein. Awingu may, without prior notice, assign this Agreement or any rights or obligations contained therein to any third party.
This Section, along with any other provisions, which are expressed or clearly intended to survive or operate in the event of termination, shall survive termination of the Agreement.
You acknowledge and agree that if Awingu is unable to provide the Services as a result of a force majeure event, Awingu will not be in breach of any of its obligations towards you under these Terms and Conditions. A force majeure event means any event beyond the control of Awingu.
The Agreement shall be governed by and interpreted in accordance with the laws of Belgium and shall be subject to the jurisdiction of the courts of the district of Gent, Belgium.