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Terms and conditions
1. Definitions
1.1 “Affiliate”: means an affiliate (verbonden vennootschap) within the meaning of Article 1:20 of the Belgian code of companies and associations.
1.2 “Agreement”: means the current Terms and Conditions, including any exhibits, annexes and schedules, together with any Quotations, Purchase Orders and Statements of Work.
1.3 “Confidential Information”: means any and all information of a confidential nature, disclosed by either Party (or on its behalf) to the other Party, whether orally, in writing or in any format or medium and whether prior to or after the Effective Date. Confidential Information of Vectrix will be deemed to include the Licensed Software, the Services and any Fees, pricing, terms, attachments, appendices and all information related to the Services associated with the Agreement. Confidential Information of the Customer will in any event include the Customer Data. “Confidential Information” does not include any information that the receiving Party can demonstrate to be: (a) rightfully known prior to disclosure; (b) rightfully obtained from a Third Party authorized to make such a disclosure, without breach of the terms and conditions of this Agreement; (c) independently developed by the receiving Party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing Party; or (f) disclosed by court order or as otherwise required by law, provided that the Party required to disclose the information, provides prompt advance notice to enable the other Party to seek a protective order or otherwise prevent such disclosure;
1.4 “Customer”: the customer of Vectrix indicated in the Quotation.
1.5 “Customer Data”: means the Customer’s information or data processed, stored or transmitted by, in or through the Licensed Software and/or Services.
1.6 “Data Processing Agreement”: the data processing agreement within the meaning of article 28.3 GDPR entered into between Vectrix and the Customer pursuant to this Agreement and included under Annex 1 of these Terms and Conditions.
1.7 “Documentation”: means any documentation provided by Vectrix related to the Licensed Software and/or Services.
1.8 “Downtime”: means any period of time in which the Licensed Software or Services are unavailable or unable to process at least 95% of normal transaction volume as measured by Vectrix's monitoring systems, other than such periods which have been previously agreed with the Customer or periods of maintenance.
1.9 “Effective Date”: means the earlier of (i) the date on which the Agreement is signed by both Parties or (ii) the date on which the Customer has countersigned the Quotation.
1.10 “Fees”: means the fees, charges, and other amounts payable by the Customer for the Licensed Software and Services as set forth in the Quotation, the SOW, the Agreement or otherwise agreed upon between the Parties.
1.11 "Initial Term": means the initial subscription period for the Licensed Software commencing on the Subscription Start Date and ending on the Subscription End Date, as specified in the Quotation.
1.12 “Intellectual Property Rights”: means, in any jurisdiction worldwide, registered or unregistered, copyrights, software rights, database rights, design rights, patents, trademarks, trade name rights, trade secret rights, rights related to know how, together with any goodwill related to any of the foregoing, including priority rights, application rights and moral rights.
1.13 "Implementation Services": means the Services provided by Vectrix to configure, set up and deploy the Licensed Software for the Customer's initial use, including system integration, data migration support, workflow configuration and initial User training as specified in the Quotation and/or the Agreement.
1.14 “Licensed Software”: means Vectrix’s software solution(s) ‘Vectrix’, including its various Modules, provided as a service (SaaS), licensed to the Customer in accordance with the Agreement and as further identified in the Quotation and Documentation.
1.15 "Modules": means the individual functional components of the Licensed Software that can be licensed separately or in combination, including but not limited to Email Intelligence & Routing, Smart Data Extraction & Enrichment, Auto-Acceptance & Timeslot Booking, and any future modules developed by Vectrix as described in the Documentation.
1.16 “Party” or “Parties”: means Vectrix and/or the Customer.
1.17 "Professional Services": means any consulting, customization, configuration, implementation, integration, training or other professional Services provided by Vectrix to the Customer separate from the standard Licensed Software functionality, as specified in a Quotation, Statement of Work, Purchase Order or otherwise in the Agreement.
1.18 "Proof of Concept" or "PoC": means a limited-scope pilot implementation of the Licensed Software using the Customer's actual data and workflows to validate the solution's effectiveness, as further specified in a separate PoC agreement, Quotation or the Agreement.
1.19 "Purchase Order": means a written order issued by the Customer based on a Quotation, confirming the Customer's acceptance of the offered Services and/or Licensed Software.
1.20 “Quotation”: the quotation submitted by Vectrix to the Customer, including these Terms and Conditions that form integral part thereof.
1.21 "Renewal Term": means any subsequent subscription period following the Initial Term or a previous Renewal Term, as may be agreed upon by the Parties.
1.22 “Services”: means the software or related services provided by Vectrix to the Customer under the Agreement, including the provision of the Licensed Software and any Professional Services provided by Vectrix to the Customer under the Agreement.
1.23 "Statement of Work" or "SOW": means a document describing the specific Professional Services to be performed, including scope, deliverables, timeline, acceptance criteria and Fees.
1.24 “Subscription Start Date”: means the subscription start date of the License indicated in the Quotation.
1.25 “Subscription End Date”: means the subscription end date of the License indicated in the Quotation.
1.26 “Term”: means the Initial Term, together with any Renewal Term(s).
1.27 “Terms and Conditions”: the current terms and conditions of Vectrix forming integral part of the Agreement.
1.28 “Third Party”: means any legal or natural person that is not a Party or a User.
1.29 “Vectrix”: Vectrix BV, a company existing under the laws of Belgium, with registered office at 2800 Mechelen, Hombeeksesteenweg 376, registered with the BCE under number 1011.062.177.
1.30 “User(s)”: means the individuals or (end) users employed or Third Parties retained by the Customer who have been identified to Vectrix and given access to the Licensed Software and/or Services pursuant to this Agreement.
2. Applicability
2.1 These Terms and Conditions apply to all Agreements and Quotations related to the use of the Licensed Software and Services between Vectrix and the Customer, unless agreed upon otherwise in writing.
2.2 By accepting an offer, whether implicitly, explicitly or by execution of the Services, accessing or using the Licensed Software, placing an order or paying an invoice of Vectrix or by signing a Quotation, the Customer accepts and agrees to these Terms and Conditions.
2.3 The Terms and Conditions are deemed accepted by the Customer, even when they are conflicting with the Customer’s general or special (purchasing or other) terms and conditions. The fact that Vectrix did not explicitly reject such terms and conditions of the Customer, referred to in any contract or document, cannot be interpreted as an acceptance by Vectrix of any such terms and conditions. The Customer acknowledges and accepts in any case that the applicability of its own general or special terms and conditions is expressly excluded, and that Vectrix’s Terms and Conditions shall always prevail over any such terms and conditions of the Customer.
2.4 If the Parties commence the execution of Services or initiate performance following acceptance of the offer or Quotation before the formal signing of the Agreement or Quotation, the Customer acknowledges that such execution constitutes implicit acceptance of these Terms and Conditions as set out in the accepted offer or Quotation. As soon as Vectrix provides Services, a binding Agreement is established, and the Customer is obliged to pay Vectrix the Fees specified in the offer or Quotation for the provided Services, even if the Agreement or Quotation has not yet been formally signed.
2.5 In the event of any conflict between the Terms and Conditions and any Quotation or other document submitted by the Customer, the Terms and Conditions shall always prevail, and such conflicting terms in the Customer’s documents are hereby rejected by Vectrix.
2.6 These Terms and Conditions are binding for every User of the Licensed Software and/or the Services. Notwithstanding the fact that the Customer is bound by these Terms and Conditions and is responsible for compliance therewith, the User also remains individually responsible for complying with the provisions of these Terms and Conditions that apply to Users, and the User can also be held directly accountable by Vectrix for such compliance. Where these Terms and Conditions refer to the Customer, this also includes all Users of the Customer, for whom the Customer guarantees compliance with the Agreement and these Terms and Conditions. The Customer and the Users are deemed and acknowledge to have been informed by Vectrix of the Terms and Conditions prior to entering into the Agreement.
2.7 The designated person, officer, representative, director, employee or any other person who represents or acts on behalf of the Customer, is deemed to have the necessary mandate to legally bind the Customer under the Agreement.
2.8 These Terms and Conditions also apply to any additional order placed by the Customer with Vectrix, regardless of whether reference is explicitly made to these Terms and Conditions.
2.9 In the event of a conflict or interpretative discrepancy between the provisions of the various (contract) documents forming the Agreement, the following hierarchy shall apply (in descending order): (i): the Agreement, (ii), these Terms and Conditions, (iii) Vectrix’s invoice terms.
2.10 These Terms and Conditions also apply to any contractual relationship between an Affiliate of Vectrix and Customer and in particular to any Quotation, order or delivery of Services by such Affiliate to the Customer. In such case, references to “Vectrix” and “Party,” if referring to Vectrix, shall be read and replaced as “Affiliate”; the term “Parties” shall then mean the Affiliate and the Customer.
2.11 These Terms and Conditions were last amended on the version date stated in this document. Vectrix expressly reserves the right to amend or update the provisions of the Terms and Conditions and/or the specifications or any special conditions of Vectrix and/or the Services. Amended, updated, or new versions of the Terms and Conditions or any other contractual documents will always be brought to the Customer’s attention via any channel or method Vectrix deems appropriate, including but not limited to, a notice on the Customer’s invoice or a notification via the Licensed Software or the Services, where they may be accepted by the Customer or an authorized User. By signing or accepting the Agreement and the Terms and Conditions or any other contractual documents, the Customer confirms that each User is authorized by them to validly accept such future amendments on behalf of the Customer. However, modifications to the provisions of the Agreement do not include changes resulting from decisions, rulings or obligations imposed by Belgian or European regulatory or judicial authorities, or from Belgian or European legislation or regulations mandating such changes. Should any such decision, ruling, obligation, law or regulation materially burden or render Vectrix’s contractual obligations impossible, Vectrix is entitled to terminate the relevant Services or Agreement with immediate effect by written notification, without being liable for any cancellation or termination compensation to the Customer.
2.12 If multiple Services are provided to the Customer, each set of rights and obligations arising from each separate order or Quotation confirmation with a distinct subject shall, for purposes of interpretation, validity, performance, and termination, be regarded as a separate Agreement. Consequently, the invalidity or termination of one or more Agreements shall not automatically result in the invalidity or termination of the other Agreements and vice versa. This applies in particular to each Agreement concluded between the Parties.
2.13 In the event that an Agreement also, directly or indirectly, relates to an Affiliate of the Customer, such Affiliate shall also be bound by the provisions of the Agreement, and the Customer guarantees the fulfilment by such Affiliate of all contractual obligations arising from the Agreement. If Vectrix enters into an Agreement with more than one natural or legal person, all such persons or entities shall be jointly and severally liable towards Vectrix, and the term “Customer” shall be understood to include all such persons or entities. A reference to the “Customer” shall likewise be deemed a reference to all its legal successors.
2.14 Specific terms for Proof of Concept engagements may be set forth in a separate PoC agreement or Quotation. Upon successful completion of a PoC, transition to production use requires a new Quotation or Purchase Order. PoC terms are limited in scope and duration as specified in the applicable contract documentation.
3. Term and Termination
3.1 This Agreement shall enter into force and shall take effect as from the Effective Date and shall expire, for the License, on the Subscription End Date or as otherwise agreed upon (the “Initial Term”).
3.2 Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days from receipt of a default notice.
3.3 Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
3.4 Upon termination of this Agreement for whatever reason (i) the Customer shall promptly pay Vectrix all Fees and other amounts earned by or due to Vectrix pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer pursuant to this Agreement, including the rights to use the Licensed Software as per Article 4 (License), shall automatically terminate; (iii) the Customer shall have thirty (30) calendar days from the termination date ("Data Export Period") to export Customer Data using the available export tools in the Licensed Software; (iv) Vectrix shall maintain Customer Data during the Data Export Period solely for the purpose of allowing the Customer to retrieve such data; (v) After expiration of the Data Export Period, Vectrix shall delete all Customer Data in accordance with its applicable data retention policies and applicable law. Termination of this Agreement on whatever ground shall be without prejudice to any right or remedy that has accrued prior to the actual termination.
3.5 Without prejudice to any other rights or remedies, Vectrix may temporarily suspend Customer's access to the Licensed Software and/or Services upon written notice in the following events: (a) the Customer fails to pay any undisputed Fees within thirty (30) calendar days after the due date; (b) Vectrix reasonably believes that Customer's use of the Services poses a security or other risk to the Services or other customers; (c) the Customer breaches the applicable Fair Use Policy, acceptable use provisions or use terms; (d) Suspension is required by law or court order. During any suspension period: (i) Customer remains liable for payment of all Fees; (ii) Customer retains the ability to export Customer Data; (iii) Vectrix shall promptly restore access upon remedy of the condition causing suspension. Any suspension shall not relieve the Customer of its payment obligations, and Vectrix shall not be liable for any damages resulting from suspension in accordance with this provision.
3.6 The provisions of this Agreement that are expressly or implicitly intended to survive termination shall survive any expiration or termination of the Agreement.
4. License
4.1 Subject to the terms and conditions of this Agreement and timely payment of the Fees by the Customer, Vectrix grants the Customer as of the Subscription Start Date and until the expiry of the Term, a non-exclusive, limited, non-transferable license (“License”) to: (a) allow the authorized number of Users specified in the Quotation to access and use the specific modules of the Licensed Software identified in the Quotation ("Licensed Modules"); (b) use reasonable development and testing environments for the Licensed Modules for non-production purposes; (c) integrate the Licensed Modules with Customer's systems via the documented APIs; all subject to the usage limitations specified in the Quotation and/or the Agreement (including but not limited to number of orders processed, API calls, data storage, and concurrent Users) and without the right to sublicense except to Affiliates under the same restrictions.
4.2 Vectrix reserves the right to make, in its sole discretion, updates, enhancements and modifications to the Licensed Software from time to time. Non-material changes (such as UI improvements, performance optimizations, or new features) may be implemented without prior notice. Material changes, defined as: (i) removal of Licensed Module functionality; (ii) modifications breaking documented API compatibility; (iii) changes requiring significant User retraining; or (iv) modifications affecting compliance standards, shall be subject to Customer notification via email or in-application notice. Vectrix shall not implement material changes that significantly degrade the core functionality of Licensed Modules existing on the Effective Date without Customer's consent.
4.3 The Quotation specifies the maximum number and type of Users (Named or Concurrent). The Customer may manage Users within these limits via the administrative interface. The Customer may request additional Users at any time. Upon Vectrix's confirmation, additional Fees apply pro-rata for the remainder of the current Term. Decreasing Users in case of monthly subscriptions requires 30 calendar days written notice before the next renewal and in case of annual subscriptions 60 calendar days written notice before the next renewal. Decreases take effect at the start of the next Term. Customer maintains accurate User records and shall not exceed licensed or agreed upon User limits. Vectrix may audit User numbers quarterly and invoice for excess usage. User credentials are personal and non-transferable. Sharing credentials violates this Agreement and may result in suspension in accordance with Article 3.5.
4.4 The Customer shall not, and shall ensure its Users shall not: (a) use the Licensed Software for any unlawful purpose or in violation of any applicable laws; (b) share login credentials or attempt to circumvent User limitations; (c) use the Services to process data for direct competitors of Vectrix; (d) resell, rent, lease or commercially exploit the Services without written agreement; (e) remove or alter any proprietary notices or branding; (f) export or re-export the Services in violation of applicable export laws and regulations; (g) copy, modify, or create derivative works of the Software; (h) reverse engineer, decompile, or attempt to discover source code; (i) interfere with or disrupt the Services or servers; (j) introduce malicious code, viruses, or harmful components; (k) conduct automated security scans without prior approval; (l) attempt to bypass or circumvent any security measures, access controls, or technical protective measures (the Customer may however conduct internal performance testing for operational purposes, but publishing or sharing benchmark results externally requires Vectrix's prior written consent); or (n) any other use that could damage, disable, overburden, or impair the Services or harm Vectrix, its customers, or the Service integrity. Violations may result in immediate suspension or termination of access in accordance with Article 3.5.
4.5 The Customer acknowledges that any suggestions or feedback are entirely voluntary and that Vectrix is under no obligation to implement such feedback. If, however, the Customer or any of its Users send or transmit any communications or materials, excluding Customer Data, to Vectrix suggesting or recommending changes to the Licensed Software (“Feedback”), Vectrix and its Affiliates are free to use such Feedback in any manner for any purpose. The Customer hereby grants Vectrix a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of such Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof. The Customer acknowledges that similar ideas may be developed independently by Vectrix or suggested by Third Parties, and that no compensation or attribution is due for any Feedback provided.
4.6 To access and use the Licensed Software, the Customer must set up an administrator account. When setting up the administrator account, the Customer must provide current, complete and accurate information. The Customer will identify the Users who will be able to set up logins to use the Licensed Software and/or Services for the purposes permitted under the Agreement. The Customer will maintain a list of logins using the administrator account. It is strictly forbidden that one login is used by more than one User. For system-to-system integrations, Customer may request API keys which are separate from User logins and subject to technical usage limits specified in the Documentation. Single Sign-On (SSO) integration may be available upon request and may require additional setup Fees. The Customer will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, each password and login. The Customer will immediately notify Vectrix in writing if the Customer determines, or has reason to believe, that an unauthorized employee or unauthorized Third Party has gained access to a password or login. The Customer authorizes Vectrix to rely upon any information and/or instructions set forth in any data transmission using the assigned password or login, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of the Licensed Software. Use of the assigned password or login, whether or not authorized by the Customer, will be solely the responsibility of and the risk of the Customer. The Customer will indemnify, defend, and hold harmless Vectrix from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of Customer’s passwords and logins. Vectrix maintains system access logs for twelve (12) months which the Customer may request for compliance or audit purposes with reasonable advance notice.
4.7 The Licensed Software is subject to fair use limitations as specified in the Documentation or Quotation, including but not limited to the number of orders processed, API calls, storage capacity, and concurrent Users ("Usage Limits"). Customer may exceed Usage Limits by up to twenty-five percent (25%) in any given month without additional charges. Usage exceeding 125% of the Usage Limits shall result in additional Fees calculated at one and one-half times (1.5x) the standard overage rates specified in the Quotation and/or the Agreement. Vectrix may implement technical measures to prevent excessive usage, including rate limiting, temporary service restrictions, or access suspension after providing reasonable notice to Customer. Persistent excessive usage (exceeding 150% of Usage Limits for three consecutive months) may result in mandatory plan upgrade, Service termination at Vectrix's discretion or termination of the Agreement in accordance with Article 3.2. The Customer shall receive monthly usage reports and alerts when approaching Usage Limits.
5. Services
5.1 Upon request of the Customer, Vectrix may provide additional Services beyond the provision of the License and use of the Licensed Software. Such (Professional) Services may include, but are not limited to, Proof of Concept engagements, support and maintenance, software development, configuration and implementation, training and consultancy or any other Services, as further detailed in this Article. These Services are subject to separate Fees / pricing, scope and specifications as agreed between the Parties in a Quotation, separate Agreement or otherwise in writing. Any such Services are provided on a best-efforts basis (middelenverbintenis), unless explicitly agreed otherwise in writing. Vectrix does not guarantee the achievement of specific outcomes or results unless explicitly confirmed in writing by an authorised representative of Vectrix. The scope, duration, deliverables or requirements, specifications and applicable Fees for any such Services shall be defined in a separate Agreement, Quotation, order form, or written confirmation, which shall form an integral part of the Agreement. Unless otherwise agreed, all Services are provided on a time and materials basis at Vectrix’s applicable Fees. Vectrix shall not be obliged to commence or continue any Services unless and until the scope and commercial terms have been duly confirmed in writing. The absence of such confirmation releases Vectrix from any obligation or liability relating to delays or non-performance. Vectrix retains the right to subcontract or delegate the performance of any Services to qualified Third Parties, without prejudice to its responsibility for proper execution in accordance with the Agreement.
5.2 Support and maintenance. Support and maintenance may include, at Vectrix’s discretion and within the agreed scope: technical assistance, diagnosis and resolution of incidents, provision of software updates and patches, and remote system monitoring or diagnostics. Standard support hours are Monday-Friday, 8:30-17:30 CET, excluding Belgian public holidays. Support shall be provided through the designated support channels (email: support@vectrix.ai, or in-app support). Service levels and response times are indicative only, unless formalised in a Service Level Agreement (SLA) accepted by both Parties in writing. Support and maintenance shall not cover issues arising from: (i) incorrect or unauthorised use of the Licensed Software or Services; (ii) Third Party software or hardware not delivered or certified by Vectrix; (iii) system failures beyond Vectrix’s reasonable control (e.g. hosting disruptions, cyberattacks); or (iv) modifications made by or on behalf of the Customer without Vectrix’s prior written consent. Any on-site intervention, emergency response, or additional work beyond standard support may be charged separately and subject to availability. Vectrix shall use commercially reasonable efforts to remedy bugs reported by the Customer, to provide the Services without any material Downtime, and, to the extent such Downtime occurs, to resolve such Downtime as soon as commercially practicable.
5.3 Software development, configuration and/or implementation. Vectrix may provide Implementation Services and assist the Customer with custom development of specific features or integrations related to the Licensed Software or Services. Such Services shall be explicitly requested by the Customer and accepted in writing by Vectrix. The delivery timeline, milestones, deliverables, acceptance criteria, and specifications shall be documented in a written statement of work (SOW), project plan, Quotation or equivalent document forming part of the Agreement. Changes to agreed specifications after project commencement require written Change Request approval. Change Requests may impact timeline and fees, which will be communicated and approved before implementation. Deliverables are subject to acceptance criteria defined in the SOW. If no specific criteria are defined, deliverables are deemed accepted five (5) business days after delivery unless the Customer provides written notice of specific deficiencies based on the agreed specifications. Vectrix is not liable for any delays, errors, or failures caused by inadequate cooperation, lack of timely feedback, incomplete or incorrect information provided by the Customer, or changes to agreed specifications after project commencement. Unless explicitly agreed otherwise, any such custom developments, implementation or configurations shall remain the intellectual property of Vectrix and may be reused or commercialised at Vectrix’s discretion. The Customer shall only be granted a non-exclusive, non-transferable right to use such developments in connection with the Licensed Software or Services. The Customer acknowledges that the successful performance of such Services depends on its timely input, cooperation and provision of access to necessary systems, environments, or resources of Customer.
5.4 Training and consultancy. Vectrix may provide training sessions, either remotely or on-site, aimed at assisting the Customer’s Users or personnel in the use and optimisation of the Licensed Software or Services. On-site training incurs additional travel and accommodation expenses as specified in the Quotation and/or the Agreement. Training materials remain the exclusive intellectual property of Vectrix. Customer receives a non-exclusive, non-transferable license to use training materials solely for internal training of its personnel. Consultancy Services may include technical or organisational advice in relation to the implementation, configuration or use of the Licensed Software or Services. Such Services are advisory in nature and do not constitute any legal, tax or financial advice or technical certification or guarantees. All training and consultancy Services shall be scheduled based on mutual availability. Unless otherwise agreed, cancellations by the Customer less than five (5) working days in advance shall be fully chargeable. The Customer remains solely responsible for implementing any advice or recommendations provided by Vectrix in the context of these Services.
6. Customer Data
6.1 The Customer remains at any time the sole owner of (or where applicable, must ensure it has a valid license to) the Customer Data. The Customer grants Vectrix, for the Term, a non-exclusive, worldwide, royalty-free right and license to use, copy, store, process, modify, transmit and display the Customer Data to the extent necessary to provide the Services under this Agreement. Vectrix may use anonymized or aggregated data derived from Customer Data to improve its Services, provided no individual Customer or data subject can be identified, without prejudice to its obligations under the Data Processing Agreement and the applicable (data protection) legislation.
6.2 Unless explicitly agreed otherwise or in the absence of any specific instructions from the Customer, Vectrix shall, in principle, have no obligation to archive or retain any documents, communications, information, or data of the Customer, including Customer Data, unless required by law or under the Agreement. The foregoing is without prejudice to Vectrix’s obligations under applicable legislation and the Data Processing Agreement.
6.3 Unless otherwise agreed in writing, Vectrix is not obliged, upon termination of the Agreement, to carry out any data transfer, relocation, migration, or data conversion, including with regard to Customer Data (without prejudice to Vectrix’s obligations under applicable data protection or other legislation and/or the Data Processing Agreement). If the Customer explicitly requests such Services, all associated Fees and costs as well as Vectrix’s Services and support in this regard shall be fully borne by the Customer and reimbursed as agreed upon.
6.4 Upon termination of the Agreement, the Customer’s User accounts shall be deactivated by Vectrix without delay. The Customer will be informed of this via email.
6.5 If the Agreement is terminated by the Customer, the Customer is required to export its Customer Data via the available export tools of the Licensed Software or Services on its own initiative and prior to such termination or cancellation. Data export is provided in standard formats (CSV, JSON) via the application interface. Custom formats or bulk exports may incur additional Fees.
6.6 If the Agreement is terminated by Vectrix or terminated through means other than the Customer’s own actions, the Customer shall export the Customer Data via the available export tools of the Licensed Software or Services within the period of time communicated by Vectrix in the termination notice.
6.7 In the event of a breach by the Customer of the aforementioned provisions, Vectrix reserves the right to retain the Customer Data. Vectrix also has the right to delete the Customer Data after a period of time and to fully charge the associated costs to the Customer after termination of the Agreement.
6.8 This Article shall apply without prejudice to applicable data protection legislation, other applicable laws and the provisions of the Data Processing Agreement, and without prejudice to any other provisions of the Agreement.
6.9 Vectrix maintains commercially reasonable backups and disaster recovery procedures but is not liable for any data loss or corruption except in cases of gross negligence or wilful misconduct. The Customer is responsible for maintaining its own backups of critical data.
6.10 The Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which the Customer acquired or processes such data. The Customer warrants that it has all necessary rights and consents to provide Customer Data to Vectrix for processing under this Agreement.
6.11 The Customer acknowledges that the effectiveness of AI-powered Services depends significantly on the quality, completeness, and accuracy of Customer Data and integrated Third Party data sources. Vectrix makes no warranties regarding Service performance when dependent on incomplete, inaccurate, or outdated data. The Customer is responsible for maintaining current and accurate master data including but not limited to customer information, product catalogs, shipping addresses, and carrier details.
7. Fees and Payment
7.1 The Customer agrees to pay the Fees as set forth in the Quotation or agreed upon between Parties.
7.2 For recurring subscriptions, Vectrix shall invoice monthly or annually in advance as specified in the Quotation and/or the Agreement. For Professional Services and one-time Fees, invoicing occurs upon delivery unless otherwise agreed. Invoices are sent electronically to the Customer's designated billing contact.
7.3 Invoices of Vectrix are due and payable within fourteen (14) calendar days of the invoice date, unless agreed upon otherwise in the Quotation or otherwise in writing.
7.4 All amounts are payable in euro and exclusive of applicable taxes, levies or duties for which only the Customer is responsible for payment of such amounts.
7.5 All payments are non-cancellable, and all amounts paid to Vectrix are non-refundable.
7.6 Amounts not paid by the Customer on the due date mentioned on the invoice shall bear late payment interests in accordance with the (Belgian) Law of 8 August 2002.
7.7 Vectrix may adjust prices as follows: (a) Annual Indexation: Fees are adjusted annually according to the Agoria Digital Index using the following formula: P=P0*(0.2 + 0.8 S/S0) where Y=current year, Y0=year Y-1, P0=price in year Y0, S0=Agoria Digital index reference salary cost January Y0, S=Agoria Digital index reference salary cost January Y; (b) Third Party Cost Increases: If Third Party (e.g. AI provider) costs increase by more than 20%, Vectrix may adjust affected Module Fees or prices: in case of monthly subscriptions upon thirty (30) days notice and for annual subscriptions at the next renewal, unless increase exceeds 25%, then immediate adjustment applies. Customer may terminate affected Modules without penalty for mid-term increases, in accordance with the Agreement. All price adjustments require thirty (30) days written notice to the Customer.
7.8 Payment shall be made by bank transfer to the account specified on the invoice. Alternative payment methods may be available upon request and may be subject to additional processing fees. All bank charges related to the payment shall be borne by the Customer.
7.9 The Customer shall notify Vectrix in writing of any disputed charges within ten (10) business days of the invoice date, specifying the nature and basis of the dispute. Undisputed amounts must be paid in accordance with the payment terms. The Parties shall work in good faith to resolve any disputes promptly. Failure to dispute an invoice within the specified timeframe constitutes acceptance of the charges.
7.10 If the Customer fails to pay any undisputed invoice within thirty (30) days of the due date, Vectrix may, without prejudice to other remedies: (i) suspend the Customer's access to the Licensed Software and Services upon a five (5) business days' written notice (in accordance with Article 3.5); (ii) charge late payment interest as specified in Article 7.6; (iii) require advance payment for future Services; and (iv) engage collection agencies or legal counsel at the Customer's expense. The Customer shall reimburse Vectrix for all reasonable costs of collection, including attorney fees, court costs, and collection agency fees, whether or not legal proceedings are commenced. No suspension of Services shall relieve the Customer of its payment obligations, and all accrued charges shall remain due during any suspension period. Vectrix may terminate this Agreement immediately upon written notice if the Customer's payment is more than sixty (60) days overdue.
7.11 Where Licensed Software usage is priced based on consumption volumes (such as emails processed, orders handled, or API calls), the Customer acknowledges that: (a) volume estimates in Quotations are for pricing purposes only; (b) actual charges are calculated based on measured consumption at the rates specified in the Quotation; (c) Vectrix will provide monthly usage reports; and (d) significant and sustained volume variations exceeding 150% of estimated volumes may trigger pricing discussions for subsequent renewal periods.
8. Data Protection and Security
8.1 Any processing of personal data under the Agreement shall be performed in accordance with the applicable data protection legislation, including the General Data Protection Regulation (“GDPR”).
8.2 For the processing of personal data provided or disclosed by the Customer to Vectrix or otherwise acquired or processed by Vectrix on behalf of the Customer, Parties shall enter into the Data Processing Agreement. Parties acknowledge that Vectrix is considered as the processor of personal data and the Customer is considered as the controller in accordance with the applicable data protection legislation. Vectrix shall only process such data on behalf of the Customer.
8.3 The Customer guarantees that its infrastructure, software and systems are appropriately secured, including but not limited to protection by security measures against viruses, cyber incidents and unauthorized use by Users or Third Parties, and that they comply with the applicable security requirements and legal obligations.
8.4 Both Parties shall implement and maintain appropriate technical and organizational security measures to protect data, including Customer Data, from unauthorized access, disclosure, alteration, or destruction, without prejudice to the applicable data protection or other legislation and the Data Processing Agreement.
8.5 The Licensed Software operates using Third Party infrastructure or services, including cloud providers, AI services, and integrated systems. The Customer acknowledges that service availability and performance may be affected by Third Party provider issues beyond Vectrix's reasonable control. Vectrix shall use commercially reasonable efforts to select reliable providers and implement appropriate backup measures.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights in and to the Licensed Software and Services, including any and all updates, enhancements, derivatives, modifications, developments, configurations, implementations or improvements thereof created by or on behalf of Vectrix, as well as the source code of the Licensed Software, are and shall remain the exclusive property of Vectrix, its Affiliates or its licensors. No license is granted to the Customer except as to the use of the Licensed Software (License) as expressly stated herein. Output generated by Third Party AI services remains subject to Customer's ownership of the underlying data, subject to the Third Party or AI provider's applicable terms of service.
9.2 The Customer agrees that it will not claim any rights to or do anything that may adversely affect the Intellectual Property Rights of Vectrix, its Affiliates or its licensors.
9.3 Parties undertake to promptly notify each other of any act of unfair competition, illegal trade practices, infringements or piracy, or infringement of any Intellectual Property Rights that a Party may discover. Parties shall not take any actions with regard to any of the foregoing without having obtained the other Party’s prior written consent.
9.4 The Customer acknowledges that Vectrix will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the Term, in the furtherance of its own business and to perfect all other Intellectual Property Rights related thereto.
9.5 Vectrix’ name(s), logo(s), sign(s) and product or Service names associated with the Licensed Software and/or Services are trademarks of Vectrix or Third Parties, and they may not be used without Vectrix’s prior written consent. Notwithstanding the foregoing, Vectrix may identify the Customer as a user of the Services and use Customer's name and logo in customer lists and marketing materials unless the Customer objects in writing.
9.6 The Customer shall defend and indemnify Vectrix against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on (i) an infringement of any Intellectual Property Rights of such Third Party by Customer Data or other Customer systems, materials or software, (ii) any breach or violation by the Customer or its personnel of any provisions of the Agreement, and/or (iii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel. Such indemnity obligation shall be conditional upon the following: (i) the Customer is given prompt written notice of any such claim; (ii) the Customer is granted sole control of the defence and settlement of such a claim; (iii) upon the Customer’s request, Vectrix fully cooperates with the Customer in the defence and settlement of such a claim, at the Customer’s expense, and (iv) Vectrix makes no admission as to the Customer’s liability in respect of such a claim, nor does Vectrix agree to any settlement in respect of such a claim without the Customer’s prior written consent. Provided these conditions are met, the Customer shall indemnify Vectrix for all direct damages and reasonable costs incurred by Vectrix as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by the Customer pursuant to a settlement agreement.
9.7 Vectrix shall defend and indemnify the Customer against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of any Intellectual Property Right of such Third Party by the Licensed Software, excluding any claims resulting from (i) any unauthorized use of the Licensed Software, (ii) modification to the Licensed Software made by the Customer, its employees or any Third Party, (ii) failure of the Customer to use updated or modified Licensed Software provided by Vectrix to avoid a claim of infringement or misappropriation, (iii) combination of the Licensed Software with other systems, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Licensed Software. Such indemnity obligation shall be conditional upon the following: (i) Vectrix is given prompt written notice of any such claim; (ii) Vectrix is granted sole control of the defence and settlement of such a claim; (iii) upon Vectrix’s request, the Customer fully cooperates with Vectrix in the defence and settlement of such a claim, at Vectrix’ expense, and (iv) the Customer makes no admission as to Vectrix’ liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without Vectrix’s prior written consent. Provided these conditions are met, Vectrix shall indemnify the Customer for all direct damages and reasonable costs incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Vectrix pursuant to a settlement agreement. In the event the Licensed Software or any part thereof, in Vectrix’s reasonable opinion, is likely to become the subject of a Third Party infringement claim, Vectrix shall have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Licensed Software so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Licensed Software in accordance with the Agreement; or (iii) terminate the Agreement and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term. The foregoing states the entire liability and obligation of Vectrix and shall be the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights of a Third Party caused by the Licensed Software or any part thereof.
9.8 The Licensed Software may contain open source software components which are listed in the Documentation or available upon request. Such components are licensed under their respective open source licenses. Use of open source components does not affect the Customer's ownership of Customer Data or require the Customer to open source its proprietary systems.
9.9 To the extent the Services utilize Third Party AI providers, Customer acknowledges that such providers' terms of service may apply to the processing of data through their systems. Vectrix shall use commercially reasonable efforts to ensure such terms do not adversely affect the Customer's rights in Customer Data.
10. Confidentiality
10.1 Neither Party will use the other Party’s Confidential Information except as reasonably required for the performance of the Agreement. Each Party will hold in confidence the other Party’s Confidential Information by means that are no less restrictive than those used for its own Confidential Information. Each Party agrees not to disclose the other Party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such Party’s obligations hereunder.
10.2 Each individual or entity receiving Confidential Information pursuant to this Article must have entered into a written confidentiality agreement the sole objectives of which are to further the intent of this Article 10. The Customer will not disclose, orally or in writing, any benchmark tests of the Licensed Software to any Third Party.
10.3 Each Party agrees to notify the other Party of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other Party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.
10.4 The confidentiality obligations set forth in this Article will survive for at least five (5) years after the termination or expiration of the Agreement.
10.5 Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each Party will, upon the request of the disclosing Party, either: (i) return all of such Confidential Information of the disclosing Party and all copies thereof in the receiving Party’s possession or control to the disclosing Party; or (ii) destroy all Confidential Information and all copies thereof in the receiving Party’s possession or control. The receiving Party will then, at the request of the disclosing Party, certify in writing that no copies have been retained by the receiving Party, its employees or agents.
11. Warranties and liability
11.1 The Customer warrants that the provided Customer Data shall not infringe any Intellectual Property Rights of Third Parties, misappropriate any trade secret, be deceptive, defamatory, obscene, pornographic or unlawful, contain any viruses, cancelbot, worm, logic bomb, Trojan horse or any other harmful component of software or data, whether or not intended to damage the Licensed Software or Services; or otherwise violate the rights of a Third Party. Any use of the Licensed Software or Services in violation of these representations and warranties by the Customer or any User constitutes unauthorized and improper use of the Licensed Software or Services.
11.2 The Licensed Software and the Services will be provided by Vectrix under this Agreement on an “as-is” and “as available” basis. Except as expressly provided in this Agreement and to the extent permitted under applicable law, Vectrix expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness of the Licensed Software and the Services for a particular purpose. Vectrix does not warrant that the Licensed Software or Services are error-free or that the use of the Services shall be uninterrupted, that Vectrix will detect any or every defect in Customer’s systems or that any or all problems with respect to the Licensed Software or Services can be solved, and hereby disclaims any and all liability on account thereof.
11.3 Both Parties represent and warrant to each other that they have the authority to enter into this binding Agreement.
11.4 In no event will Vectrix, its licensors or its suppliers have any liability to the Customer for any consequential or incidental losses, including but not limited to lost profits, loss of business, loss of use or of data, any unauthorized access to, alteration, theft or destruction of the Customer’s or its trading partners’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not Vectrix has been advised of the possibility of such damage.
11.6 To the maximum extent permitted under applicable law, the maximum liability of the Parties arising out of the Agreement shall not in any event exceed the Fees paid by the Customer to Vectrix for the use of the Licensed Software and/or the provision of the Services during the preceding twelve (12) month period (or, if twelve (12) months have not yet elapsed, twelve (12) times the average monthly Fees paid by the Customer to Vectrix under the Agreement from the Effective Date until the date of the earliest event giving rise to the liability), except (i) in respect of the indemnification obligations set forth in Article 9 above, (ii) in case of fraud or wilful misconduct or (iii) in case of a breach of either Party’s confidentiality and data protection obligations under Articles 8 and 10 above (however in the latter case Vectrix’ aggregate maximum liability under the Agreement will be limited to the amount of insurance coverage offered by any of Vectrix’ relevant insurance policies).
11.7 Customer acknowledges that the Licensed Software may utilize Third Party artificial intelligence and machine learning services ("AI Services") to provide certain functionality. Vectrix makes no warranties regarding the availability, accuracy, or performance of such AI Services. Any interruption, modification, or discontinuation of AI Services by Third Party providers may affect the Licensed Software's functionality. Vectrix shall use commercially reasonable efforts to provide alternative solutions or workarounds if AI Services become unavailable, but shall not be liable for any resulting service interruptions or functionality changes. Changes in AI Service provider pricing or terms may result in corresponding adjustments to the Services or fees as provided in and in accordance with Article 7.7.
11.8 Customer acknowledges that AI and machine learning technologies involve inherent uncertainties and may not achieve perfect accuracy in all circumstances. Vectrix makes no warranties regarding specific accuracy rates, learning speeds, or performance improvements over time. AI performance depends significantly on data quality, volume, and consistency. Poor or inconsistent input data may result in suboptimal performance. The Customer acknowledges that AI systems undergo learning phases during which performance may improve over time, and initial accuracy may be lower than steady-state performance.
11.9 The Customer acknowledges that Service performance depends on the quality and accuracy of integrated systems and master data including customer databases, product catalogs, shipping addresses, and carrier information. Vectrix makes no warranties regarding Service performance when dependent on incomplete, inaccurate, or outdated Third Party data or systems.
11.10 The Customer is solely responsible for obtaining and maintaining all equipment and support services necessary to access the Licensed Software, including hardware, software, operating systems, networks, and internet connectivity. Vectrix makes no warranties regarding Service performance when dependent on Customer's equipment or infrastructure.
12. Miscellaneous
12.1 Notices. All notices – other than merely informative or operational correspondence between Parties – to be made under the Agreement shall be communicated in writing in the Dutch or English language by registered mail or internationally recognized overnight courier service to the addresses first set out above or to such other addresses as the Parties may have designated to each other by notice given in accordance with this Article (“Notice(s)”). Notices may also be delivered by email to legal@vectrix.ai (or other designated legal contact addresses), provided that (i) receipt is acknowledged by the receiving Party, and (ii) such email notice is followed by registered mail or courier within three (3) business days. No other notice methods are allowed or valid. Any Notice shall be effective upon receipt and shall be deemed to have been received: at the time of delivery, if delivered by a courier company or on the third Belgian business day following the date of sending if sent by registered mail, provided that both the sender and the addressee reside in Belgium. When at least one of the Parties has its registered office outside of Belgium, a notice sent by registered mail shall only be deemed effective and received the fifth business day following the day of sending.
12.2 Entire agreement – amendments. This Agreement supersedes and replaces any and all prior agreements, negotiations, arrangements and understandings, whether or not in writing, between the Parties with respect to the subject matter of the Agreement. No alteration to this Agreement is valid unless it is in writing and signed by or on behalf of each Party. Each individual signing the Agreement hereby warrants and represents that he or she has the full authority to execute it on behalf of the Party on whose behalf he or she so signs and that all actions taken by him or her are within the scope of such authority. Each Party hereto hereby represents and warrants that all necessary corporate and legal actions to approve the making and execution of the Agreement have been taken and no further action is required therefor and that the making and execution of the Agreement does not violate any provision of law or of its articles of incorporation or bylaws or other charter documents.
12.3 No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties to the Agreement and cannot be assigned in full or in part without the prior written consent of the other Party to the Agreement albeit however that Vectrix may assign all of its rights and obligations under this Agreement to a party acquiring its business as a whole.
12.4 Severability. If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, in whole or in part neither the legality, validity or enforceability of the remaining provisions of the Agreement nor the legality, validity or enforceability of such provisions under the laws of any other jurisdiction will in any way be affected or impaired. The Parties shall make all reasonable efforts and take all necessary actions to replace any illegal, invalid or unenforceable provision of this Agreement with a valid, legal and enforceable provision having the same economic effect for the Parties and reflecting to the fullest extent admitted by law the provision so replaced.
12.5 Waivers and remedies. No Party shall be deemed to have waived any rights or remedies arising out of the Agreement or out of any default or breach hereunder unless such Party executes the waiver in writing. If a Party waives a right or remedy arising out of the Agreement or out of any default or breach hereunder, such waiver shall not be construed to constitute a waiver of any other rights or remedies.
12.6 Counterparts. The Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one and the same Agreement, which shall be binding on the Parties hereto. Electronic signatures complying with applicable law shall have the same legal effect as handwritten signatures.
12.7 Governing law and jurisdiction. This Agreement is governed by and shall be construed and interpreted in accordance with the Laws of Belgium, and no effect shall be given to any other choice of law or any conflict of laws rules or provisions (Belgian, foreign or international) that could cause the laws of any jurisdiction other than Belgium to be applicable. The application of UN Convention on the Sale of Goods is excluded. All disputes arising out of or in connection with this Agreement and which the Parties are unable to settle amicably shall be subject to the exclusive jurisdiction of the courts of (section(s) Mechelen), Belgium.
12.8 Force Majeure. "Force Majeure Event" means any event, circumstance, or cause beyond a Party's reasonable control that prevents or materially delays such Party's performance under this Agreement, including but not limited to: (a) acts of God, natural disasters, epidemics, or pandemics; (b) war, terrorism, civil unrest, or government actions; (c) cyber attacks not caused by the affected Party's negligence; (d) failure or interruption of Third Party services essential to performance (including AI providers, cloud infrastructure, or internet services); (e) changes in applicable law or regulations that materially affect performance; or (f) labor disputes not involving the affected Party's employees. If a Force Majeure Event prevents or materially delays a Party's performance, the affected Party shall: (a) promptly notify the other Party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects and resume performance; and (c) provide regular updates on remediation efforts. During a Force Majeure Event: (a) the affected Party's obligations are suspended to the extent prevented by the event; (b) neither Party shall be liable for delays or failures in performance caused by the Force Majeure Event; (c) payment obligations for services actually received remain in effect; and (d) service level commitments and availability guarantees are suspended. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon thirty (30) days' written notice. Upon such termination, the Customer shall pay for all services received through the termination date, and neither Party shall have further obligations except those that expressly survive termination.
12.9 Customer References and Publicity. The Customer grants Vectrix the non-exclusive right to use the Customer's name, logo, and/or trademark in Vectrix's customer lists, marketing materials, website, and promotional activities, provided such use accurately represents the Customer as a user of the Services. The Customer may provide testimonials or case studies for Vectrix's use in marketing materials. Any such testimonials shall be subject to the Customer's prior written approval. The Customer may opt out of public identification by providing written notice to Vectrix, but such opt-out shall not affect Vectrix's right to identify Customer in confidential discussions with prospective customers or investors. This provision shall survive termination for two (2) years, after which Vectrix shall remove the Customer references from actively maintained marketing materials, but shall not be required to recall or modify previously distributed materials.
12.10 Non-Solicitation. During the Term and for two (2) years following termination, The Customer shall not, directly or indirectly, solicit, induce, recruit, or encourage any employee, consultant, or contractor of Vectrix who worked on the Customer's project to leave their engagement with Vectrix. In the event of a breach of this provision, the Customer shall pay Vectrix liquidated damages of 100.000,- EUR per person solicited, without prejudice to Vectrix's right to seek additional damages and injunctive relief.
Annex 1. Data Processing Agreement
1. Scope
1.1 This Data Processing Agreement (within the meaning of Article 28.3 GDPR) (“DPA”) forms part of the agreement(s) for the purchase, use and/or licensing of products or services of Vectrix (“Services”), together with Quotations, Purchase Orders, SOWs, its exhibits or other incorporated or referenced documents and any other agreement(s) governed by such agreement(s) (“Agreement”) between Vectrix and the Customer.
1.2 In the course of providing the Services to the Customer under the Agreement, Vectrix may Process Personal Data on behalf of the Customer in which case parties agree to comply with the provisions of this DPA. The provisions of this DPA shall only apply to the extent that (and as the case may be) Vectrix (as the Processor) Processes Personal Data on behalf of the Customer (as the Controller) under the Agreement.
1.3 In case of conflict between any provision of this DPA and any provision or another part of the Agreement, this DPA shall prevail.
1.4 If at any time any provision of this DPA is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, in whole or in part neither the legality, validity or enforceability of the remaining provisions of this DPA nor the legality, validity or enforceability of such provisions under the laws of any other jurisdiction will in any way be affected or impaired. Parties shall make all reasonable efforts and take all necessary actions to replace any illegal, invalid or unenforceable provision of this DPA with a valid, legal and enforceable provision having the same economic and legal effect for the parties and reflecting to the fullest extent permitted by law the provision to be replaced.
1.5 The DPA is entered into for the term of the Agreement and remains in full force until the Processing of Personal Data is no longer required in the framework or pursuant to the Agreement, or for longer, if required by law or Data Protection Legislation.
1.6 If the Customer has any questions regarding the Processing of Personal Data by Vectrix, the Customer may send such questions to privacy@vectrix.ai.
2. Definitions
2.1 “Controller” means the natural or legal person, public authority, agency or any other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data carried out under its authority, for the purposes of the Agreement and the DPA, being the Customer.
2.2 “Data Protection Legislation” means the GDPR together with any other (data protection) laws resulting from the GDPR and/or all other applicable laws of any country with regard to the protection of Personal Data or privacy.
2.3 “Data Subject” means an identified or identifiable natural person to whom the Personal Data relates. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person. The relevant categories of Data Subjects are identified in this DPA.
2.4 “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.
2.5 “Personal Data” means any information relating to a Data Subject within the meaning of Article 4, 1) GDPR. The relevant categories of Personal Data that are provided to Vectrix by, or on behalf of, the Customer, are identified in this DPA.
2.6 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with the Agreement and the provision of the Services.
2.7 “Processing”, “Process(es)” or “Processed” means any operation or set of operation which is performed upon Personal Data or on sets of Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
2.8 “Processor” means a natural or legal person, public authority, agency or any other body which is authorized to process Personal Data on behalf of the Customer, being Vectrix.
2.9 “Security Measures” means the technical and organizational measures within the meaning of Article 32 GDPR aiming at protecting Personal Data against accidental or unlawful destruction or loss, as well as against non-authorised access, alteration or transmission.
2.10 “Sub-processor” means any Processor engaged as a sub-processor or subcontractor by Vectrix and processes Personal Data for, on behalf of and in accordance with the instructions of Vectrix.
2.11 “Supervisory Authority” means an independent public authority which is established by a Member State pursuant to Article 51 GDPR.
2.12 “Third Party” means any party who is not a Data Subject, Controller, Processor or Sub-processor under this DPA or a person who is authorised to process Personal Data under the direct authority of the Customer or Vectrix.
2.13 Any other terms used in this DPA but not defined will have the same meaning as in the Data Protection Legislation or the Agreement.
3. Details of the Processing
3.1 Subject-nature: the Processing of Personal Data by Vectrix (as Processor) on behalf of the Customer (as Controller) relates to the performance of the Services as described in the Agreement and/or as further specified in the Services-related documentation, and/or as further instructed by the Customer in its use of the Services of Vectrix.
3.2 Means of the Processing: systems, software, products, Services, tools and/or servers of Vectrix, including the Licensed Software.
3.3 Categories of Personal Data: identification data (including contact details), financial data and electronic / connection data (IP address, username, ID data for authentication purposes).
3.4 Categories of Data Subjects: customers and/or prospective customers, end-users (authorized by the Customer to use the Services), partners, employees, agents or other service providers or contractors of the Customer.
3.5 Purposes of the Processing: to perform the Services as described in the Agreement, CRM, support desk and other customer management services or services related hereto and/or to comply with other documented or written reasonable instructions provided by the Customer where such instructions are consistent with the terms of the Agreement.
3.6 Retention period(s): Vectrix will Process Personal Data for the term of the Agreement, unless otherwise agreed upon in writing or as required by applicable law and no longer than is necessary for the purposes for which the Personal Data are Processed, unless applicable law requires longer storage of the Personal Data.
4. General
4.1 Vectrix Processes the Personal Data only on behalf of the Customer and in accordance with the documented or written instructions of the Customer, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by (Union or Member State) law to which Vectrix is subject; in such a case, Vectrix shall inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. The Agreement, including this DPA, is the Customer’s complete instruction to Vectrix with regard to the Processing of Personal Data. Any additional or alternate instructions must be given in writing and agreed upon by the parties.
4.2 Vectrix shall only Process Personal Data in accordance with the purposes specified in Article 3.5above.
4.3 Vectrix shall immediately inform the Customer if, in its opinion, an instruction infringes the GDPR or other Data Protection Legislation.
4.4 Any Processing of Personal Data by Vectrix under the Agreement shall be performed in accordance with the applicable Data Protection Legislation, including the GDPR. Vectrix is however not responsible for compliance with any laws applicable to the Customer or the Customer’s industry that are generally applicable to Vectrix. The Customer shall comply with the applicable Data Protection Legislation, including the GDPR, as well as any other laws applicable to the Customer or the Customer’s industry. The Customer is solely responsible for the lawfulness of the Personal Data. The Customer represents and warrants that, where it provides any Personal Data to Vectrix for Processing, it has duly informed the relevant Data Subject of their rights and obligations, and in particular has informed them of the possibility of Vectrix processing their Personal Data on the Customer’s behalf and in accordance with its instructions. The Customer represents and warrants that the Processing of the Personal Data under the DPA is lawful.
4.5 Vectrix ensures that the Personal Data is only disclosed to the personnel or persons acting on behalf of Vectrix and that are authorized to Process the Personal Data and who need it to perform the Services and/or tasks under the Agreement. Vectrix ensures that persons authorized to Process the Personal Data and/or its Sub-processors have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
5. Transfer of Personal Data
5.1 Vectrix agrees to keep all Personal Data and its Processing strictly secret and shall not disclose or reveal it, in whole or in part, directly or indirectly, to any Third Party, unless with prior written consent by the Customer or required by law.
5.2 The Customer agrees to allow transfers of Personal Data outside the country from which it was originally collected provided that such transfers are required in connection with the provision of the Services under the Agreement and such transfers take place in accordance with Data Protection Legislation, including, without limitation, completing any prior assessments required by Data Protection Legislation.
5.3 Where Vectrix transfers Personal Data collected in the European Economic Area to a country outside of the European Economic Area and without an adequacy decision under Article 45 of the GDPR, Vectrix shall transfer Personal Data pursuant to the applicable standard contractual clauses.
Security Measures
6.1 Vectrix shall implement and maintain all appropriate Security Measures to ensure a level of security to the risks in accordance with Article 32 GDPR. The Customer may request Vectrix to provide an updated description of the implemented Security Measures.
Sub-processors
7.1 The Customer acknowledges and agrees that Vectrix may engage Sub-processors for the provision of the Services under the Agreement and that Vectrix can transfer Personal Data to these Sub-processors in this context.
7.2 Vectrix shall inform the Customer in advance about all Sub-processors that will Process Personal Data in connection with the performance of the Services and will provide a notice mechanism to inform the Customer about changes relating to the Sub-processors. Upon acceptance of this DPA, the Customer authorizes the use of the Sub-Processors on the following list:
7.3 Before authorizing any new Sub-processor to Process Personal Data in connection with the provision of the Services, Vectrix will provide the Customer with a notice of that update. This notice mechanism represents Vectrix’s duty to inform and request consent from the Customer for the use of a new Sub-processor.
7.4 If the Customer reasonably objects to the Processing of Personal Data by one or more Sub-processors, the Customer shall notify Vectrix in writing (including e-mail to privacy@vectrix.ai) within ten (10) calendar days after receipt of Vectrix’s notice.
7.5 In the event the Customer objects to a Sub-processor, Vectrix will use reasonable efforts to change the affected Services or to recommend another commercially reasonable change to the Customer’s use of the affected Services to avoid the Processing of Personal Data by the Sub-processor concerned. If Vectrix is unable to make available or propose such change within sixty (60) calendar days, the Customer may terminate the relevant part of the Agreement regarding those Services which cannot be provided by Vectrix without the use of the Sub-processor concerned. To that end, the Customer shall provide written notice of termination taking into account a notice period of six (6) months and providing a reasonable motivation for non-approval. The foregoing goes without prejudice to the (payment or other) obligations of the Customer under the Agreement.
7.6 Vectrix shall enter into a written agreement with any engaged Sub-processor that contains data protection obligations no less protective than those contained in this DPA.
7.7 Where such Sub-processor fails to fulfil its Personal Data protection obligations in accordance with this DPA and/or Data Protection Legislation, Vectrix shall be liable for the performance of that Sub-processor’s obligations.
8. Assistance and information obligations
8.1 Taking into account the nature of the Processing and the information available to Vectrix, Vectrix shall assist the Customer (i) by appropriate technical and organization measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR and (ii) in ensuring compliance with the obligations pursuant to Article 32-36 GDPR. Vectrix shall assist the Customer as it carries out Data Protection Impact Assessments in accordance with Article 35 GDPR.
8.2 Vectrix shall make available to the Customer all information necessary to demonstrate compliance with the GDPR and in particular with the obligations laid down in Article 28 GDPR.
8.3 Vectrix shall be entitled to invoice the Customer on a time and material basis at the then-current applicable Fees for any time expended for any such assistance within the meaning of this Article 8.
9. Audits
9.1 The Customer is entitled to reasonably verify Vectrix’s compliance with the DPA and the Data Protection Legislation, provided that Vectrix shall have no obligation to provide confidential and/or proprietary information. To this extent, the Customer may, upon request in writing and with prior notice of thirty (30) calendar days, at its own expense, instruct acknowledged audit professionals to execute such audit or inspection: (i) once every twelve (12) months provided that such additional audit inquiries take place during normal office hours and shall not unreasonably impact in an adverse manner Vectrix’s regular operations and do not prove to be incompatible with the applicable legislation or with the instructions of a competent authority; (ii) where a competent Supervisory Authority requires this under Data Protection Legislation (including the GDPR); or (iii) following a Personal Data Breach.
9.2 Before the commencement of any such audit inquiries, Parties shall mutually agree upon the scope, timing and duration of the audit, including conditions of confidentiality. During such audit, Vectrix shall provide reasonable cooperation and assistance to the auditors.
9.3 The Customer shall promptly notify Vectrix in writing with information regarding any non-compliance discovered during the course of such audit. Audit reports, any other information to which the Customer or the audit professionals have access pursuant to any audit activities, as well as an attestation of the implementation of the Security Measures, will be considered confidential information.
9.4 Vectrix shall be entitled to invoice the Customer on a time and material basis at the then-current applicable Fees for any time expended for any such audit inquiries. The Customer shall not be entitled to claim compensation for any kind of audit expenses incurred by the Customer (unless the audit has revealed any breach or any failure by Vectrix in which case Vectrix shall bear the costs related to this breach or failure).
10. Personal Data Breaches
10.1 In the event of a Personal Data Breach, and irrespective of its cause, Vectrix shall notify the Customer without undue delay after having become aware of such Personal Data Breach, specifying where known or readily identifiable: (i) the nature of the Personal Data Breach; (ii) the categories and approximate number of Data Subjects and Personal Data records concerned; (iii) as the case may be, any remedial actions taken or proposed to be taken to address the Personal Data Breach, to mitigate its effects and to prevent re-occurrence and (iv) the identity and contact details of any other contact person from whom more information can be obtained.
10.2 The Party responsible for the Personal Data Breach shall without undue delay further investigate the Personal Data Breach and shall keep the other Party informed of the progress of the investigation and take reasonable steps to further minimize the impact. Both parties agree to fully cooperate with such investigation and to assist each other in complying with any notification requirements and procedures.
11. Return and/or deletion of Personal Data
11.1 Upon termination of the DPA and/or the Agreement, Vectrix shall delete or anonymize all Personal Data on its systems (without prejudice to any backup archives) at the latest sixty (60) calendar days after the last effective day of the DPA and/or the Agreement, unless otherwise instructed by the Customer or unless applicable law requires longer storage of the Personal Data.
11.2 Upon written request of the Customer, Vectrix will provide the Customer with a readable copy in a standard format of the Personal Data on its systems. The costs related to such request / copy are at the Customer’s expense.
12. Liability
12.1 Vectrix is only liable for the damage caused by the Processing of Personal Data under the DPA and/or the Agreement where it has not complied with the applicable Data Protection Legislation, including the GDPR, specifically directed to Processors and/or where it has acted outside or contrary to lawful instructions of the Customer.
12.2 The provisions of the Agreement on (exclusion or limitation of) liability fully apply for the Processing of Personal Data by Vectrix under the DPA and/or the Agreement. In any event, Vectrix’s aggregate maximum liability under this DPA will be limited in accordance with Article 11.8 of the Terms and Conditions.
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