Article 1. Applicability of Terms
InviteDesk NV (hereinafter referred to as ‘InviteDesk’) is a provider of, among others, an Event Management tool that offers solutions for event communications and guests management. The Client (hereinafter referred to as the ‘Client’) is the other Party to the transaction and has concluded an agreement (hereinafter referred to as the ‘Agreement’) with InviteDesk to this effect. These General Terms and Conditions apply to any and all quotations by and/or agreements with InviteDesk, regardless of any contrary provisions that may be contained in the documents of the Client, unless explicitly stated otherwise in a written agreement between the Client and InviteDesk. By signing the agreement or the quotation, the Client acknowledges having read and agreed to the General Terms and Conditions.
Insofar the provisions of the General Terms and Conditions are inconsistent with the provisions of an agreement or quotation, the provisions of the agreement and/or quotation shall take precedence.
Article 2. Offers, quotations and order acknowledgements
All offers and quotations by InviteDesk are non-binding until the time of their acceptance by the Client. Offers and quotations remain valid until 30 days after the quotation date, unless specified otherwise.
The Agreement becomes effective when the Client signs the unamended quotation for agreement and returns it to InviteDesk the latest at the end of the quotation validity date or approves the quotation digitally. Quotations signed by the Client are binding and as such, they constitute a binding agreement.
Quotations are non-severable and shall not be split up, unless otherwise specified. A quotation containing multiple items shall not oblige InviteDesk to perform a part of the scope at a corresponding price pro rata to the total price quoted.
Quotations and offers are not automatically valid for future orders.
Unless stated otherwise, all prices are excluding VAT and other applicable taxes.
Article 3. Scope of the Agreement
The Client can choose between different event management solutions and InviteDesk grants the Client, for a limited period, a non-exclusive and non-transferable right of use on the product as defined in the offer or quotation (hereinafter referred to as the “Product”). To exercise this right of use, the Client receives one or several personal logins and passwords providing access to its account(s) via the Product or the website of InviteDesk. The maximum number of users is contractually agreed on in the quotation.
These data are strictly private and confidential, and shall not be disclosed to other Parties, except to the designated agents or representatives.
InviteDesk reserves the right to amend the sign-up requirements for the Product without prior notice.
The Client shall ensure that all data, that InviteDesk indicates as being necessary for the performance of the Agreement, are correctly provided to InviteDesk in a timely manner. InviteDesk relies on these data, and shall not be held liable for any damages caused by the provision of incorrect or incomplete data by the Client.
Article 4. Duration and Termination
InviteDesk grants the Client an exclusive and non-transferable right of use for the term as specified in the quotation and/or Agreement. De overeenkomst treedt in werking en is volledig van kracht vanaf de datum van ondertekening, tenzij anders vermeld in de offerte en/of overeenkomst. At the expiry date, the Agreement shall be automatically renewed by the same period as originally agreed upon, except otherwise stated in the quotation. The Agreement may be terminated by written instrument, with a period of notice of two (2) months prior to the expiry date.
InviteDesk may unilaterally suspend or terminate the Agreement with immediate effect if the Client fails to perform an essential obligation of the Agreement after InviteDesk has provided a written notice of default and an opportunity to cure such default within 15 days after notice. If InviteDesk suspends the performance of its obligations, it shall retain its claims pursuant to the law and the Agreement, including the entitlement to payment for the services that have been suspended.
Finally, either Party has a right to terminate the Agreement immediately and without prior notice by registered letter in the event of bankruptcy, liquidation, suspension of payment or a lack of creditworthiness of the other Party, without prejudice to the other rights and remedies available to the Parties.
Article 5. Prices and invoicing
The price depends on the chosen release of the Product, the number of users and the selected modules, as agreed on in the quotation. The Client shall pay a user right fee at the beginning of the applicable period.
This licence fee covers the right to use the Product and training.
The above fees will be invoiced by InviteDesk to the Customer as follows:
- The licence fee (and training), including helpdesk service, will be invoiced at the start of the period in question.
- The one-off amounts due will be invoiced at the time of creation of the customer account.
InviteDesk reserves the right to adapt the tariffs of the Product. InviteDesk shall communicate the adapted price(s) not later than 8 weeks before the new price(s) take(s) effect. At that time, the Client has the right to terminate the Agreement by written notice, not later than 30 days before the new prices take effect. In the event of a price increase, the new rates will apply to all future purchases and invoices issued after the effective date of the increase. The price increase will not apply retroactively to goods or services that have already been invoiced. However, any previous invoice for goods or services does not entitle the purchaser to the same pricing for any future purchases.
If, during the performance of the agreement, the Customer wishes to expand the Product by creating additional modules or users, the additional amount for the remaining current period will be invoiced pro rata at the beginning of the period in question. All invoices are payable within 30 days after invoice date.
All invoices that are not paid within 30 days shall be increased with a late penalty equal to 12% of the past due amount. In addition, in such cases, the customer shall owe a fixed compensation of 15% on unpaid or late invoices, with a minimum of EUR 150.00. Furthermore, InviteDesk has the right to suspend performance of the Agreement in case of non-payment of past due invoices. If the Client considers that the invoiced amount is incorrect or not justified, the Client may protest the invoice, not later than 8 days after its receipt, by sending InviteDesk substantiated written notice.
The Client hereby consents to and authorizes InviteDesk to conduct a credit check through third-party credit agencies or internal sources as deemed necessary. This authorization is granted for the purpose of assessing the financial stability of the Client, protecting against fraud, and meeting compliance and regulatory obligations.
Article 6. Training and support
If this has been agreed upon, the Customer is entitled to training. A free support line is also available to the Customer for technical and functional questions regarding the operation and use of the delivered product, as specified on the InviteDesk website.
Using the support line does not guarantee the result.
Article 7. Obligations of the Client
The Client shall not use the Product for any unethical or illegal purposes, criminal offences or activities that are contrary to the generally applicable standards and values.
This includes, without limitation: infringements on third-party intellectual proprietary rights, theft; illegal and/or punishable dissemination of secret or confidential information; illegal and/or punishable dissemination of text files, image files or audio files containing racially objectionable matter, child pornography, criminal data traffic, offensive statements; hacking; destruction of or damage to third-Party systems, automated operations or software of third-Parties, dissemination of computer viruses, deliberate disruptions of communication or data storage; gaining access by means of false keys, false codes or false identities; causing damage or hindrance to InviteDesk or third parties.
The Client will not conduct any intentional behaviour or make any statement, whether written or oral, that could discredit or harm InviteDesk and/or its reputation.
Article 8. Liability
InviteDesk deploys all possible efforts to have the Product running properly and to perform its obligations according to the state of art. InviteDesk does, however, not guarantee the uninterrupted or error-free operation of the Product. The Client acknowledges that such a risk shall be entirely at its own expense. InviteDesk shall endeavor to fix such defects of the Product as quickly as possible. InviteDesk has the obligation to meet the minimum service levels and shall use its best efforts to reach the agreed service levels as set out in the Service Level Agreement; or as may be mutually agreed upon by the parties in writing.
InviteDesk cannot be held liable for damages to datafiles or damages arising from:
incorrect, improper or unauthorised use by the Client;
- the loss of a username and/or password by the Client or its designated agent or representative;
- accidents, fire, natural disasters, power outages and, in general, all events that are not directly attributable to the Product;
- the spreading of virus-infected data;
- new versions or extensions of the Product;
- F force majeure. If the event of force majeure is temporary, InviteDesk shall resume performance of its obligations from the moment such performance is reasonably possible
In case of an attributable shortcoming in the performance of the Agreement, InviteDesk shall only be liable for damages resulting from defects in the software up to the annual amount for the use of the Product, invoiced by InviteDesk and paid by the Client for the applicable period, and up to a maximum amount of 20,000 EUR. InviteDesk shall not be liable for any indirect or consequential damages, reputational damage, loss of profit or damages resulting from internet shutdowns or disruptions, damages resulting from electronic disruptions or from third-Party claims against the Client.
Finally, InviteDesk shall not be held liable for any damages on the side of the Client that are caused by third parties which may or may not use the Product.
The Client holds InviteDesk harmless in principal, interest and costs, against any third-Party claims arising from the use of the Product by the Client and/or non-compliance by the Client with any of its obligations to InviteDesk, whether or not such obligations result from the present agreement.
Article 9. Force Majeure
InviteDesk shall not be liable for any failure or delay in the performance of its obligations under this agreement if and to the extent that such failure or delay is caused by an event of force majeure. Shall be considered as force majeure, all circumstances that are unforeseeable, beyond the reasonable control of the affected party and the consequences of which could not have been averted by diligence and care, which occur after signature of the agreement.
If the force majeure event continues for more than two months and if performance of the affected obligation has become impossible, either party shall have the right to terminate the Agreement immediately and without liability by sending written notice by registered mail to the other party.
Article 10. Rights of Intellectual Property
All intellectual property rights in the Product are owned by InviteDesk, including all information, techniques, methods and models, documentation, diagrams, etc. used by InviteDesk for the performance of the present agreement.
The Client merely acquires a personal and non-transferable user right for a specific number of users of the Product. The Client shall only use the Product internally and shall not make it available to third parties, either directly or indirectly, be it at a fee or free of charge. The Client shall not make copies of the Product except for backup and archiving purposes.
The Client shall not translate, edit, copy, duplicate, arrange or modify the Product in any way, without the prior written consent of InviteDesk.
Upon termination of the use of the Product, the Client shall destroy all back-ups, documentation and manuals.
InviteDesk holds the Client harmless against any action brought against the Client, on the grounds of an infringement or alleged infringement on the rights of intellectual property, resulting from the use of the Product. The Client shall immediately inform InviteDesk of such actions.
If the Client must cease the use of the Product on the grounds of such a claim or a conviction arising from such a claim, InviteDesk shall, at its own expense and in consultation with the Client:
- Modify or replace the Product to remedy the infringement; or alternatively
- Credit the Client for the amounts paid pursuant to this agreement.
Article 11. Non-disclosure
Each Party shall treat as strictly confidential all information about the other Party, its business operations, its business methods and services, received or obtained as a result of the conclusion or the performance of the Agreement.
Parties shall use this confidential information solely for the performance of the Agreement. The confidential information shall not be made public or made available to third parties by employees of the receiving Party, without the prior written consent of the disclosing Party. The receiving Party shall take all the necessary measures to prevent the dissemination of this confidential information.
This obligation of confidentiality shall not apply to any information that:
- is generally known and is part of the public domain;
- is rightfully obtained from a third party;
- is independently developed by the other Party
For the term of the Agreement and after its termination, InviteDesk undertakes not to disclose any personal or confidential data related to the Client, the company, the business methods, the customers or suppliers, regardless of the importance of such data, the circumstances in which the data were obtained, or whether they were obtained directly or indirectly by InviteDesk.
Parties shall maintain full secrecy with regard to all financial transactions within the scope of the collaboration.
All documents, correspondence, specifications, documentation, notes, requests and all other matter, documents and duplicates thereof entrusted by either Party within the scope of the present Agreement, shall be treated by the other Party with due diligence and care.
This obligation of confidentiality shall continue after termination of the Agreement
Article 12. Processing of Personal Data
InviteDesk deems the protection of personal data very important. Parties acknowledge that personal data may be processed during the Agreement, in accordance with the applicable laws on the protection of personal data. Parties agree that the Client requires the processing of specific personal data in its possession, by means of the tool provided by InviteDesk. Within the scope of the processing, the Client acts as ‘Data Controller’ and InviteDesk acts as ‘Data Processor’, within the meaning of the applicable Data Protection Regulations, as referred to in the Data Processing Agreement. The obligations of the Parties in this respect have been set forth in the Data Processing Agreement, which Parties are obligated to conclude. This Data Processing Agreement is an integral part of these General Terms and Conditions.
InviteDesk also processes personal data for its own purposes, such as customer management, for which InviteDesk is the data controller.
The Customer has the right to access their personal data at any time and may correct it (or have it corrected) if it is incorrect or incomplete, have it deleted or restrict its processing. In addition, they have the right to obtain a copy (in a structured, commonly used and machine-readable format) of their personal data and to have the personal data forwarded to another company. The Customer may also object, free of charge, to any processing of their personal data for direct marketing purposes.
Article 13. Non-solicitation
InviteDesk has the right to do business with other clients, including competitors of the Client, both for the term and after termination of the Agreement.
Parties shall not, without the prior written permission of the other Party, hire, seek to hire, or solicit, any employees of the other Party. This provision remains valid during the term of the agreement and for a period of 12 months after its termination.
Article 14. Transfer of rights and obligations
Neither Party is entitled to transfer all or parts of its rights under the Agreement to third parties, without the prior written permission of the other Party.
InviteDesk has a right to subcontract the performance of all or part of the services under the Agreement. In any case, InviteDesk remains liable for the correct performance of the Agreement, in accordance with Article 8 of the General Terms and Conditions.
Article 15. Severability
The validity of the Agreement is not affected by the invalidity of one of its provisions. Where possible and subject to the Parties’ mutual agreement, Parties shall replace the invalid provision with a replacement provision so as to effect the original economic intent of the Parties as closely as possible.
Article 16. Modifications
InviteDesk reserves the right to amend or add to the General Terms and Conditions. Such amendments or additions shall also apply to any ongoing agreements, with due observance of a period of 30 days after written notification of the modification. If the Client is not agreeable to the modified General Terms and Conditions, the Client has a right to terminate the Agreement from the date the modifications of the General Terms and Conditions take effect.
Article 17. Applicable Law
In case of disputes arising from the performance of this Agreement, Parties shall endeavor to resolve the dispute through amicable settlement, whereby Parties shall hold a reasonable interpretation of the Agreement.
If Parties do not reach an amicable settlement only the Dutch-language Courts of Dendermonde are competent. The agreement is governed by Belgian law.