In these Terms and Conditions, the terms set out below shall have the following meaning:
1.1 Account: means an account linked to personalized log-in credentials enabling an authorized person to access and use the Platform and/or Hardware, including both administrator accounts and User accounts;
1.2 Agreement: means the present Terms and Conditions, the applicable Order Form, the Data Processing Agreement and any other Schedules (if applicable) as concluded between the Parties;
1.3 Business Day: means a normal working day from Monday to Friday, excluding Saturdays, Sundays or public holidays in Belgium;
1.4 Business Hours: means the hours from 09:00 am to 17:30 pm (Central European (Summer) Time) during Business Days;
1.5 Calendar Day: means any day of the year, including public holidays, Saturdays and Sundays;
1.6 Client: means the legal entity identified in the Order Form as the Client and which signs the Order Form;
1.7 Client Data: means all data entered by the Client or the Client’s Users when using the Platform or Hardware and as processed or stored by Rombit as a result of the Client and/or User using the Platform or Hardware. Client Data shall also include output data resulting from the processing by the Platform or Hardware of the data entered therein by the Client or the Client’s User;
1.8 Client-Induced Incident: means an Incident caused by (i) any act or omission of the Client, User or any Third Person using the Products; (ii) any use of the Platform or Hardware which is out of scope or contrary to the Documentation, whether by the Client or by any person authorised by the Client; (iii) a failure of the Client to perform or observe any of its obligations under this Agreement; (iv) an incompatibility between the Platform or Hardware and any other system, network, application, program, hardware or software not specified as compatible in the Documentation; (v) abuse or misuse of the Platform by the Client; (vi) any modification or addition to the Platform or Hardware that is performed without prior written consent of Rombit; (vii) the failure of any supporting (Third Party or Client’s) hardware and/or software; (viii) the use of incorrect data or incorrect integration; or (iv) the incorrect installation of a new version, release or fix by the Client or a Third Party;
1.9 Client Personal Data: means any Personal Data of the Client or its Users that is processed by Rombit on behalf of the Client in the performance of this Agreement;
1.10 Confidential Information: of a Party means the information of such Party, whether in written, oral, electronic or other form, and which is explicitly marked as confidential or proprietary, or should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, information and facts concerning business plans, customers, prospects, Personnel, suppliers, partners, investors, affiliates or others, training methods and materials, financial information, marketing plans, sales prospects, client lists, inventions, program devices, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets, including all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. The Confidential Information of Rombit shall include all information relating to the Services, the Platform and the Hardware, without limitation hereto. The Confidential Information of the Client shall include, without limitation, the Client Data;
1.11 Data Protection Laws: means all applicable laws relating to the processing of Personal Data including the General Data Protection Regulation (Regulation (EU) 2016/679);
1.12 Documentation: means the operating manual, including a description of the functions performed by the Platform, the Services or the Hardware, user instructions, technical literature and all other related materials as generally made available by Rombit to its Clients and their Users to facilitate their use of the Platform, the Services and the Hardware, as applicable;
1.13 Effective Date: means the effective date indicated in the Order Form;
1.14 Force Majeure Event: means a temporary or permanent inability of a Party to fulfil its obligations, resulting from external facts and circumstances reasonably beyond the control of that Party. Force Majeure shall, but not exclusively, in any case apply to: both foreseeable and unforeseeable pandemics (and related measures), war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, internet failure, hosting failure, floods, explosion, weather conditions, strike or social action, force majeure on the part of the vendors of Rombit, failures in goods, equipment, software or materials of Third Parties, government measures, disruption of internet, data network or telecommunication facilities, unavailability of Third Party servers, unavailability of Personnel, general transportation problems and electricity outages and otherwise all circumstances qualified by both Parties as Force Majeure in mutual consent;
1.15 Hardware: means the devices, which are safety, support, analysis and positioning tools, sold by Rombit to the Client, as set out in the Order Form;
1.16 Incident: means a malfunctioning of the Platform that is not a Client-Induced Incident;
1.17 Initial Term: means the initial period for which the Agreement is concluded and as set out in the Order Form. The Initial Term starts on the Effective Date;
1.18 Intellectual Property Rights: means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights; these “Intellectual Property Rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;
1.19 Order Form: means the order form as signed by the Client and Rombit to which the present Terms and Conditions are attached;
1.20 Party: means a party to this Agreement;
1.21 Personal Data: has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
1.22 Personnel: means employees, employees of affiliated companies, independent employees, subcontractors, consultants, and any other natural or legal persons directly or indirectly involved in the performance of the Agreement.
1.23 Platform: means Rombit’s proprietary Software As a Service platform, as specified in the Order Form, which will be made available by Rombit to the Client in accordance with this Agreement;
1.24 Product: means the Hardware and/or the Platform;
1.25 Rombit: means Rombit NV with registered offices at Meir 30, 2000 Antwerp, Belgium and enterprise number 0846.801.288;
1.26 Schedule: means any schedule attached to the Order Form;
1.27 Services: means any services relating to the Platform, as specified in the Order Form;
1.28 Term: means the Initial Term together with any Renewal Term;
1.29 Terms and Conditions: means these Terms and Conditions applicable to all Order Forms issued by Rombit, including any other Schedules or annexes;
1.30 Third Party: means any third party that is not a Party to the Agreement;
1.31 User: means an end user that has been authorized by the Client to use the Platform and/or the Hardware.