General Terms and Conditions for Clearnox

1. Subject and Scope

The following terms and conditions constitute the General Terms and Conditions (“Clearnox GTC”) and apply to the Clearnox service that ClearFacts BV markets under the brand “Clearnox SAAS Solution” (“the Service”). The Customer subscribes to the Service by signing the subscription application form (“SAF”, which together with the Clearnox GTC form the “Agreement”). The Service is marketed by ClearFacts BV a company registered in the commercial register of Brussels (Belgium) under No. BE 0539.930.110 and having its registered office at Keizerinlaan 13-15, 1000 Brussels, Belgium, (“ClearFacts”).

By subscribing to the Clearnox Service, the Customer declares, prior to entering into an agreement with ClearFacts, that he/she has read and accepted these terms and conditions (“Agreement”).

2. Object

• 2.1 The Service offers a platform that keeps track of outstanding invoices, enabling the users to manage and automate the collection and dunning of account receivables.

• 2.2 The Service enables the user to manage invoices and the relations with the corresponding debtors through reminders and payments.
  This management is carried out in the following manner:
  The user communicates the information necessary for the operation of the Service via the tools and interfaces made available by ClearFacts. Such information includes, without the list being exhaustive:

  • details of the amounts due (document number, issuance date, amount, third party, due date, payment forecast date, etc.)

  • details of payments

  • details of its debtors

  • last reminders sent outside the platform

  • messages to be sent to its debtors

  • methods for dunning its debtors

  The Service offers the following functionalities (without this list being restrictive):

  • Follow-up on overdue invoices to be collected

  • Multi-channel invoice dunning

  • Payment forecasting

    Access to the Service is limited to users only, for the duration and level of the subscription

    purchased by Customer under the Agreement.

• 2.3 ClearFacts reserves the right to (i) remove or add new functionalities to the Service without,

  however, depriving the Service from its nature, and (ii) to subcontract all or part of the Services offered to a third party, without seeking any approval from Customer.

3. Service access and availability

• 3.1 The Service is accessible exclusively to Customer’s users who have duly opened an account on the platform and accepted the Agreement and/or the Terms of Use.

• 3.2 Each user will be given a Login and a password allowing him to have access to its account. This Login and password are strictly personal and may not be passed on to third parties. Each user may not open more than one account, unless expressly authorised in writing by ClearFacts.

• 3.3 Customer is solely responsible for the data it communicates and for the confidentiality of the password. Any loss or omission must be reported to ClearFacts as soon as possible.

• 3.4 ClearFacts shall use every effort to ensure access to the Service 7 days a week and 24 hours a day, though without any guarantee in this regard. This access can be interrupted, in particular on account of maintenance and updating, due to malfunctions, errors, bugs or for any other technical reason.

• 3.5 Customer shall itself purchase the hardware and software needed to gain access to the Service. Customer is solely responsible for the choice and proper functioning of the material (hardware and software) as well as for entering into a contract with an Internet provider in accordance with the specifications communicated by ClearFacts.

• 3.6 Customer is further responsible for the proper functioning of its IT system (material, operating system, configuration, Internet connection, software, etc.) and its Internet access. It expressly undertakes not to disrupt the optimal operation and security of the Service, e.g., by using viruses or other harmful files or data or by gaining access to files or data to which he has not been granted access by ClearFacts.

• 3.7 ClearFacts is not responsible for the telecommunication connections to its infrastructure, including Customer’s telecommunication connections. Insofar as the Service is linked to the use of other software or applications (e.g., Internet browser, etc.), ClearFacts is not responsible for the use of such software or applications.

4. Right of use

• 4.1 After accepting the Customer’s duly completed and signed SAF, ClearFacts grants Customer and its users the right to access and use the Service. Such right cannot be transferred to any third party by Customer and no third part may be granted access to the platform and online service (either directly or indirectly) without the prior consent of ClearFacts in writing. The term “third party” means any legal entity different from Customer.

• 4.2 Without prejudice to clause 4.1, ClearFacts may allow Customer to request access to the Service platform to its own clients, legal entity different from Customer for which Customer provides a service.

• 4.3 Customer shall be solely responsible to choose and identify the users that may, without the list being limitative (i) have access and management rights on the Service platform, on Customer’s behalf; (ii) access, modify and delete information on the Service platform, on Customer’s behalf and (iii) upload and download documentation on the Service platform, on Customer’s behalf. ClearFacts shall never be held liable for any action taken by such user on Customer’s or other users’ dossiers. ClearFacts has the right to keep records and to inspect the usage of the Service by Customer. If such inspection shows that Customer has underpaid the amount of fees due to ClearFacts, without prejudice to any other rights and remedies available to ClearFacts, Customer shall promptly pay the amount of such underpayment to ClearFacts together with any applicable late payment interest. In the event of underpayment or any other contractual breach as determined by such review and inspection, all costs related to such review and inspection shall be borne by Customer, without prejudice to any other rights and remedies available to ClearFacts (or, as applicable, any relevant licensor and underlying service provider of ClearFacts) hereunder.

5. Service Delivery, Activation and Use

• 5.1 ClearFacts shall use commercially reasonable efforts to provide the Service, in all material aspects, in accordance with the Agreement. ClearFacts cannot, and does not, guarantee that any delivery date will be met. The actual activation date is dependent on, amongst others, the timeliness and completeness of the information as submitted by Customer and the time required by third parties’ suppliers (as the case may be) involved in the setup and configuration of the Service.

• 5.2 Access to and use of the Service, may be conditional upon a user: (i) creating an account on the Service platform and provide certain information in connection therewith; (ii) signifying having read and agreeing to certain terms of use relevant to the Service and Service platform, as provided in Appendix 2 to this Agreement. Customer shall ensure that its users are provided with and agree to such terms of use. ClearFacts (including its underlying service provider, as the case may be) reserves its right to disallow, cancel, remove, or reassign certain usernames when deemed inappropriate, deceptive, defamatory, obscene, or unlawful in its sole discretion.

6. Cancellation

In the event of cancellation by Customer of all or part of the order and services, before the creation of the account, the Customer will be liable to pay a flat-rate indemnity equal to 20% of the total order corresponding to the one off set up costs + 1-year monthly subscription fees, plus any costs already borne or unavoidably to be borne by ClearFacts.

7. Payment Terms

• 7.1 The fees and charges for the Services are provided for in the SAF.

• 7.2 The parties agree to apply a price index mechanism based on the Agoria Digital index for salary costs and social contributions (“Agoria Digital Index”), which is published monthly. ClearFacts has the right to apply that price indexation to the fees in January each year, and will use the following formula for this purpose:
  New price = Current price * {0.2 + 0.8 (Current Agoria Digital Index) / (Base Agoria Digital Index)}
  whereby:

  • -Current Price: the price of a specific product or service as it stands at the time of indexation;

  • -Current Agoria Digital Index: the Agoria Digital Index applicable two months prior to the indexation date;

  • -Base Agoria Digital Index: the Agoria Digital Index applicable in the month preceding the month in which the Current Price was last adjusted.

  If the Agoria Digital Index should cease publication or undergo substantial modification regarding content and form, a comparable index will be proposed in consultation with the Customer.
  ClearFacts may inform the Customer of such indexation by providing a written notice at least two (2) months in advance.

• 7.3 Invoicing will take place after the implementation of the Service, unless otherwise stated in the SAF, with any contractual calendar period started being due. Except to the extent explicitly stated otherwise in the SAF: (i) subscription fees will be due as from the Service activation date and will be invoiced monthly in advance; and (ii) all additional fees and supplemental fees, as the case may be, will be invoiced monthly in arrears of consumption.

• 7.4 All invoices must be paid in full by Customer using a direct debit arrangement, or any other means of payment agreed upon with Customer in the SAF. In case of payment using a direct debit arrangement, Customer must provide ClearFacts with a SEPA Direct Debit Mandate in the form as provided or made available by ClearFacts in connection with Customer subscribing to the Service. ClearFacts may withhold activation of the Service until receipt of Customer’s duly completed and signed SEPA Direct Debit Mandate. Customer agrees not to terminate said mandate while the Service is being used and, in the event of changing banks, to take the necessary steps to ensure that there is no interruption to the direct debit instruction. In event of late payment, all Customer payment obligations to ClearFacts will immediately become due and payable.

• 7.5 Invoices for the Service are payable in cash within fourteen (14) days of the invoice date, unless otherwise expressly agreed between the parties.

• 7.6 ClearFacts may, in the event of non-payment of an invoice on its due date, suspend Customer’s account, including all its users’ accounts.

• 7.7 All fees and charges payable to ClearFacts under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case Customer undertakes to pay ClearFacts such additional amounts as are necessary in order that the net amounts received by ClearFacts after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under the Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to Customer. Customer is responsible for payment of all general, state, or local import, usage, value added, withholding or other taxes associated with the supply or use of the Service. Customer shall promptly reimburse ClearFacts for any such taxes or duties paid by ClearFacts.

• 7.8 ClearFacts’ shall have the right to modify the fees and charges from time to time (including, applying a price indexation) to the same extent as ClearFacts may modify its rates and fees pursuant to the Clearnox GTC.

8. Changes

• 8.1 Taking into account the nature of the services provided by ClearFacts and the development of services and products, ClearFacts reserves the right to modify (i) the Service, (ii) this Agreement, or (iii) its prices and tariffs from time to time, subject to prior notification to the Customer two (2) months before such modifications come into effect.
  In the event of a change, the Customer shall be informed in writing in accordance with article 16 “Notifications and announcements”. If the Customer does not agree with the modifications made by ClearFacts, he/she will have the possibility to terminate his/her contractual relationship with ClearFacts free of charge, by sending a written notification to ClearFacts within two (2) months following the notification of the envisaged modifications. If the Customer does not make use of this possibility of termination within the aforementioned period, he/she will be deemed to have accepted the said modifications.

• 8.2 As technology evolves, ClearFacts may from time to time provide updates or upgrades to the Service, which may include, but are not limited to, bug fixes, modifications, enhancements, software deployments, (“Upgrade”). The Customer acknowledges and accepts that Upgrades are by their nature modifications, enhancements and/or extensions to the Service and that, as a result, functionality may be changed or removed from the replaced version. It is the Customer’s sole responsibility to ensure that any Upgrade is fit for purpose and works with the Customer’s hardware, software and data.
  ClearFacts assumes no liability for damages or claims arising from the Customer’s failure to use the most recent version of the Upgrade made available to the Customer or to incorporate or install the fixes made available in the Upgrade. ClearFacts will not be liable for any additional costs that the Customer may incur as a result of failing to install such an Upgrade.

9. Confidentiality

• 9.1 ClearFacts acknowledges that the information provided by Customer and its users in the context of the Service as well as the data transferred and used by Customer and its users via the Service (“Confidential Information”) is confidential. ClearFacts undertakes not to alter the Confidential Information, nor to use it for any purpose other than the agreed purpose and object of this Agreement. The following is not deemed to constitute Confidential Information: information that (i) is or becomes generally known, without disclosure by ClearFacts; (ii) ClearFacts was already aware of before its disclosure; (iii) was developed independently by ClearFacts.
• 9.2 ClearFacts, Customer, and its users shall observe strict confidentiality with regard to the information about each other’s organisation, the content of the dossiers, the operation of the software, etc. Subject to the prior written consent of the other party, no party shall make information or data at its disposal available to third parties and only make its staff members aware of the same to the extent necessary for the performance of the agreed activities.

10. Intellectual Property Rights

• 10.1 The elements of the Service platform, in particular the texts, presentations, illustrations, photographs, trademarks, tree structures, processes and formatting are the exclusive property of ClearFacts or of its underlying service providers.
• 10.2 The trademarks, logos, designs, texts, graphics, and visuals appearing on the Service platform are the exclusive property of ClearFacts or of its underlying service providers. Their disclosure shall in no way be interpreted as granting a licence or a right of use of the said trademarks and distinctive elements protected by copyright.
• 10.3 ClearFacts’ software and concept are the full and complete property of ClearFacts or its underlying service providers. They are part of its manufacturing secrets and Confidential Information regardless of whether or not the components are protected by intellectual property rights under current legislation.
• 10.4 Unless expressly agreed by ClearFacts, Customer is prohibited from reproducing and/or representing in any way, by any means and for any purpose whatsoever, the distinctive signs of ClearFacts and/or the elements of the Service platform and/or its concept.
• 10.5 Customer accepts that ClearFacts may, for its own promotion, communicate to the public on any medium or media using the name and distinctive signs of Customer, as well as any public data concerning it.

11. Obligations of the parties

• 11.1 Customer’s obligations
  • 11.1.1 The Customer is responsible for user support, including providing information on tips and tricks regarding the use and development of the Service, as provided by ClearFacts.
  • 11.1.2 ClearFacts offers Clearnox SAAS Solution on a “reasonable use” basis. ClearFacts reserves the right to take action in the event of excessive usage, denying access to the Service after informing the Customer.
  • 11.1.3 The Customer will take steps to end excessive load on the system/network upon notification by Clearfacts. Clearfacts may suspend the Service in case of persistent excessive load after written notice.
  • 11.1.4 The Customer or user is not permitted to use the Service in a way that may cause damage or interruption.
  • 11.1.5 The Customer shall ensure that its users handle Clearnox SAAS Solution login data with care.
  • 11.1.6 The Customer shall indemnify ClearFacts against any claims by third parties and/or its users based on acts of the Customer in violation of the Terms of Use, unrelated to the configuration, setup or operation of the Clearnox SAAS Solution or attributable to ClearFacts.
  • 11.1.7 The Customer and its users shall not use Clearnox SAAS Solution for illegal or harmful purposes.
  • 11.1.8 The Customer and its users may not process illegal, defamatory, abusive, threatening content or content they are not authorized to process.
  • 11.1.9 The Customer may not grant access to the Clearnox SAAS Solution to persons other than its users and warrants that its users comply with this clause.
  • 11.1.10 The Customer and its users are responsible for acquiring and ensuring the proper functioning of the necessary hardware and software.
  • 11.1.11 Documents and data remain the exclusive property of the Customer and its users, who guarantee to ClearFacts that they have all the necessary rights for ClearFacts to access these for the purposes set out in this Agreement.
• 11.2 ClearFacts’ obligations
  • 11.2.1 ClearFacts’ commitments are obligations of means, not results.
  • 11.2.2 ClearFacts will take commercially reasonable measures to ensure uninterrupted service.
  • 11.2.3 ClearFacts will ensure availability using all necessary and reasonable means. In case of an incident, ClearFacts will respond and resolve it promptly. The Customer will contact the Clearnox helpdesk in case of problems.

12. Limitation of Liability

• 12.1 ClearFacts is not liable for defects or malfunctions due to network issues, external hardware/software failures, unauthorized modifications, unsuitable hardware/software use, user errors, lack of system security, or misuse of the account.
• 12.2 ClearFacts is not liable for third-party links or services, and their use is at the Customer’s risk. ClearFacts has an obligation of means, not results, and is not liable for errors or delays related to third-party services.
• 12.3 ClearFacts is not liable for loss of profit, indirect, or consequential damage. Total liability is limited to direct damages, capped at amounts received for the Service in the three months preceding the incident.
• 12.4 The Customer must take reasonable measures to limit damages.
• 12.5 Limitations do not apply in case of death, personal injury, intent, or gross negligence.
• 12.6 ClearFacts is not liable for delays or shortcomings due to unforeseeable causes outside its control.
• 12.7 The Customer indemnifies ClearFacts against claims due to breaches, negligent acts, or omissions by the Customer or its users.
• 12.8 ClearFacts is not liable for actions or omissions by any user (e.g., deleting or modifying information).

13. Force majeure

• 13.1 Neither the Customer nor ClearFacts shall be responsible for any damage caused by the non- compliance or delay in compliance of obligations under this Agreement resulting from a case of force majeure, such as war, insurrection, terrorism, attacks, accidents, fire, floods, strike, social conflicts, staff illness, staff shortages, failures by suppliers whether attributable or not, power interruptions and/or outages, interruption, or disruption of network connections on the part of ClearFacts, as well as any damage caused by a virus or other forms of contamination of information.
• 13.2 The availability of the Service may be suspended in case of force majeure. Any interruption and the consequences thereof may under no circumstances lead to any entitlement to compensation. ClearFacts will endeavour to inform Customers about breakdowns within a reasonable period of time in any manner that ClearFacts deems appropriate. It will also endeavour to restrict the duration of any such interruptions in a reasonable manner.
• 13.3 The financial insolvency of the Customer may never be considered as a case of force majeure. 13.4If due to force majeure, the availability of the Service is interrupted for a period of more than thirty (30) consecutive days, either party may decide to terminate the Agreement, giving a prior notice of fifteen (15) days.

14. Data Protection

14.1 Definitions:

• 14.1.1 “Controller” shall have the meaning given in the GDPR.

• 14.1.2 “Data Subject” means any identified or identifiable natural person whose Personal Data are being Processed.

• 14.1.3 “DPO” means “Data Protection Officer” and shall have the meaning given in the GDPR.

• 14.1.4 “GDPR” means the Regulation 2016/679 of the European Parliament and of the Council 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.

• 14.1.5 “Personal Data” shall have the meaning given in the GDPR.

• 14.1.6 “Process”, “Processed” or “Processing” shall have the meaning given in the GDPR.

• 14.1.7 “Processor” shall have the meaning given in the GDPR.

• 14.1.8 “Sensitive Personal Data” means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, Personal Data relating to criminal convictions and offences, as well as genetic data, biometric data, data concerning health and data concerning a natural person’s sex life or sexual orientation.

• 14.1.9 “Sub-Processor” means any Processor engaged by ClearFacts to receive from the Customer (directly or indirectly) Personal Data intended for Processing activities.

• 14.1.10 “Technical and Organizational Measures” means those measures aimed at protecting Personal Data against accidental, unauthorized, and unlawful destruction, loss, alteration, disclosure, or access.

14.2 As part of the provision of the Services, ClearFacts will Process Personal Data. As such, ClearFacts acts as a Processor and Customer as a Controller.

14.3 In the context of the Services, ClearFacts will also be required to Process Personal Data as a (independent) Controller, in particular for the purposes of fraud detection, to issue and manage authentication solutions, to ensure the continuity of the Services or to ensure the legal archiving of transaction information. These Processing activities are described in the Privacy Notice published on the website https://www.clearnox.be/en/privacy-policy/. The Customer acknowledges that such Processing is necessary for the provision of the Services and is carried out separately from its instructions.

14.4 The Processing activities (including the retention periods) carried out by ClearFacts as Processor of the Customer are described as below. This will constitute the instructions for Processing provided by the Customer:

• 14.4.1 Subject-matter of the Processing The Processed Personal Data concerns the following subject-matter:
  • Sending out invoice reminders
  • Monitoring of Customer’s client’s outstanding invoices
• 14.4.2 Nature and purpose of the Processing The Processed Personal Data concern the following purposes:
  • Management of invoice reminders (reminder PDF’s creation, sending reminders by email and mail, logging of reminder sent)
  • Monitoring and analysis of Customer’s client’s outstanding invoices
• 14.4.3 Types of data The Processed Personal Data concern the following types of data for both the purposes mentioned above:
  • Information allowing the identification of the sender of the reminder (surname, first name, company name (if company), email or postal address, position held in the company, telephone number).
  • Information allowing the identification of the contacts to be dunned (surname, first name, company name (if company), postal address, telephone number (landline and mobile), email, position held in the company, department concerned in the company (Accounting, Human Resources, etc.).
  • The language to be used for the interfaces
  • Information concerning invoices to be dunned and payments received, or credit notes issued (amount in account currency, due date, short textual description of the debt or payment, comments entered by Service users)
• 14.4.4 Sensitive Personal Data The Processed Sensitive Personal Data (if any) concern the following types of data:
  • None
• 14.4.5 Categories of Data Subjects The Processed Personal Data concern the following categories of Data Subjects:
  • Users of the Services
  • Customer’s and Customer’s clients’ debtors
  • Other Customer’s clients
• 14.4.6 Approved Sub-Processors The Processed Personal Data will be communicated to the following Sub-Processors:
  • MailChimp
• 14.4.7 Location of the Processing The Personal Data Processed by the Processor and Sub-Processors will be Processed in the following countries:
  • France
  • Belgium
  • United States of America
• 14.4.8 Retention period of data The Processed Personal Data will be retained for the following duration:
  • Until the Customer’s account is deleted, or all data synchronized from the Customer’s account are removed from the Customer’s accounting
• 14.4.9 Contact detail of Data Protection Officer (DPO)
  • privacy@clearfacts.be

14.5 Rights and obligations of the parties

• 14.5.1 ClearFacts, where acting in the capacity of a Processor, will Process Personal Data only on the documented instructions from the Customer or as otherwise required by applicable law. The Customer warrants that any instructions it may give to ClearFacts will be lawful. ClearFacts will not assume, and no Sub-Processor of ClearFacts (if any) will assume, any obligations with respect to the Customer’s and/or end-users’ Personal Data or use of the Services other than as required by the Service and applicable law.
• 14.5.2 The Customer shall, when acting in the capacity of a Controller and as required, provide sufficient notice to, and obtain sufficient consent and authorization from all relevant Data Subjects to permit the Processing of their Personal Data by ClearFacts and any relevant Sub-Processor of ClearFacts (if any) for such purposes as contemplated under this Agreement and any other purpose as permitted pursuant to GDPR and applicable law.
• 14.5.3 ClearFacts shall take appropriate Technical and Organizational Measures as referred to in article 32 of the GDPR to ensure a level of security appropriate to the risk.
• 14.5.4 ClearFacts will ensure that persons Processing the Personal Data are committed to confidentiality by contract or are under an appropriate statutory obligation of confidentiality.
• 14.5.5 ClearFacts shall, where acting as a Processor and to the extent required by GDPR and taking into account the nature of the Processing and the information available, assist the Customer in:
  1. meeting the obligations resulting from 32 to 36 of the GDPR; and
  2. responding to a Data Subject seeking to exercise its rights under the GDPR.
  The Customer will reimburse ClearFacts for services rendered in the context of providing assistance pursuant to sections ‘I’ and ‘ii’ above according to ClearFacts’ then current rates or such rates as may be agreed upon pursuant to such additional agreement as may be concluded by ClearFacts and the Customer for such services.
• 14.5.6 The Customer shall have the right to monitor ClearFacts’ compliance with the terms of this Agreement. During normal business hours, and with a prior notice of fifteen (15) days, the Customer or its authorized representatives may inspect ClearFacts’ facilities and equipment, and any information or materials in ClearFacts’ possession, custody, or control, relating in any way to ClearFacts’ obligations under this Agreement. The Customer and its agents must keep confidential all information learned in the course of any audit. ClearFacts reserves the right to require outside auditors to sign an appropriate confidentiality agreement. ClearFacts is not required to provide the Customer or its agents with access to proprietary or confidential information concerning its other customers. Such audits must not interrupt ClearFacts’ business and must be conducted in such a manner which does not compromise the integrity of ClearFacts’ data, its other customers’ data, or system security.
• 14.5.7 The Customer shall defend and hold harmless ClearFacts and each of its Sub-Processors (if any) against any claim from a Data Subject whose Personal Data is Processed within the framework of the Service and arising from the non-compliance by the Customer with its obligations under or flowing from the Service, this Agreement, the GDPR or applicable law.
• 14.5.8 When the Service terminates or expires, ClearFacts will, at the choice of the Customer, delete or return all the Personal Data to the Customer and delete existing copies, unless the storage of the Personal Data is required by law.
• 14.5.9 ClearFacts shall have the right to anonymize any Personal Data that may be submitted to ClearFacts in connection with the Service, i.e., put such data in a form, through aggregation or otherwise, so that it no longer constitutes Personal Data. In respect of any such data that ClearFacts anonymizes, ClearFacts (and each of ClearFacts’ affiliates) shall have a royalty-free, worldwide, perpetual, irrevocable, sub-licensable, and transferable license and right to use, copy, transmit, Process, display, publish, market and/or create derivative works of in any manner and for any purpose whatsoever (including, without limitation, to develop and expand their respective products, services, and knowledge).

14.6 Sub-Processing

• 14.6.1 The Customer authorizes and permits ClearFacts to engage other Processors as Sub-Processors (if any), to Process Personal Data in the context of the Services.
• 14.6.2 ClearFacts shall inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors. The Customer may object to such changes on the basis of a well-founded justification notified in writing to ClearFacts within fifteen (15) days from ClearFacts informing the Customer of the intended changes.
• 14.6.3 In the event Customer reasonably objects (which will always include a written motivation of the non-approval) to the use of a presented Sub-Processor, ClearFacts will use reasonable efforts to recommend another commercially reasonable change to the Customer’s use of the affected services.

15. Term, Termination and Suspension

• 15.1 Unless otherwise mutually agreed between the parties, this Agreement shall commence upon the creation of the account by Customer and continue for a period of twelve (12) months. Upon expiration of the initial term, the subscription shall automatically and tacitly renew for an indefinite term unless and until written notice of termination is given by either party to the other at least three (3) months in advance.
• 15.2 Any breach by or attributable to Customer of the terms of this Agreement, and any infringement by or attributable to Customer of ClearFacts’ (or, as applicable, ClearFacts’ relevant licensor’s or underlying service provider’s) intellectual property rights shall in any event be deemed a breach incapable of remedy allowing ClearFacts to terminate the Agreement (in whole or in part, at ClearFacts’ discretion) immediately upon notice and without intervention of the court.
• 15.3 Upon termination of the Agreement for whatever reason (i) Customer shall promptly pay ClearFacts all fees and other amounts earned by or due to ClearFacts pursuant to the Agreement, up to and including the date of termination, including the full subscription fee; and (ii) all licenses and rights granted to Customer pursuant to the Agreement shall automatically terminate and Customer shall return to ClearFacts the Confidential Information of ClearFacts that are in the possession or control of Customer.
• 15.4 Suspension
  If the Customer and/or any of its users fail to comply with any of their obligations under the Agreement, ClearFacts reserves the right to suspend access to the Service, in whole or in part,

16. Notifications and announcements

• All notices, requests and other announcements shall be deemed to have been duly made in writing, by means of an electronic message sent to the other party’s e-mail address (as specified in the SAF or Customer’s administrator for Customer’s online account as registered at the time of sending) or by means of a pop-up message or announcement on the Clearnox platform, a mention on the invoice, a notice on the Clearnox website or by post to the address specified in the SAF, until either party notifies the other of a change of address.

17. Miscellaneous

• 17.1 The Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the parties relating to the subject matter hereof.
• 17.2 Assignment
  • Assignment by Customer:
    Customer shall not have the right to assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of ClearFacts.
  • Assignment by ClearFacts:
    ClearFacts reserves the right, at its sole discretion, to assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder to any third party, without the consent of the Customer. Any such assignment, transfer, or delegation shall be effective upon written notice to the Customer.
• 17.3 Governing Law and Jurisdiction
  This Agreement shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles.
  Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Brussels.
• 17.4 Survival
  All terms which by their nature are intended to survive the termination of the Agreement, shall continue to apply. This includes at least the sections relevant to payment obligations, confidentiality and non-disclosure, limitation of liability and disclaimer of warranties, intellectual property, indemnification and governing law and jurisdiction of the Agreement.
• 17.5 No waivers
  A party’s failure to enforce at any time any of the provisions of the Agreement against the other shall not, in any way, be construed to be a waiver, or prejudice any right, of that party under this Agreement.
• 17.6 Severability
  These terms shall be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the parties and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.