Terms & conditions

2. Offer, Scope and Contract formation
2.1 These Terms and Conditions govern the use of the Blindspot® Application and Services provided by Blindspot. The Customer licensing the Application and granting access to the User(s) agrees to these Terms and Conditions at the time of purchase and upon first login by the Customer’s Administrator in the admin module. The Administrator accepting this Contract on behalf of the Customer confirms that they have the authority to bind the Customer to these Terms and Conditions.

2.2 At all times, Blindspot shall be entitled to request additional information about the signatory and about the (potential) Customer. Blindspot shall be entitled to cancel the Contract or suspend the performance of the Services in case of (i) doubts regarding the identity of the signatory, (ii) doubts regarding the creditworthiness of the (potential) Customer and (iii) indications that the (potential) Customer intends to resell the Services without the explicit permission of Blindspot. Such a cancellation of the Contract or suspension of the execution of the Contract will never entitle the other party to receive any form of compensation or damages.

2.3 If an offer made by Blindspot has a limited validity period or is subject to conditions (e.g. functionality or interoperability), this will be expressly stated in the offer. The offer always contains a complete and accurate description of the Services offered by Blindspot and the rights and obligations attached to the acceptance of the offer (e.g. price excluding taxes, Application accessibility, payment method, delivery or execution of the Contract). The description is sufficiently detailed to allow the Customer to properly assess the offer. If Blindspot uses images, these images will only have an indicative value.

2.4 The Contract is only concluded when Blindspot confirms the Customer’s acceptance of the offer with a summary of the purchased Application (by electronic means). The Customer acknowledges that any acceptance of the Terms and Conditions by electronic means gives rise to a valid contract. Blindspot may and can, with all legally permitted limitations, store and use electronic files in order to demonstrate that the User has accepted the Terms and Conditions electronically.

2.5 The Customer is responsible for informing its Users about these Terms and Conditions and ensuring compliance by the Users with them. Any violations by Users will be considered violations by the Customer, and the Customer indemnifies Blindspot for any damages or costs resulting from such violations.

2.6 Each individual User who is granted access to the Application by the Customer must accept these Terms and Conditions upon first login to the user module. By logging in and using the Application, the User confirms that they are bound by these Terms and Conditions.
 

2.7 These Terms and Conditions constitute the entire Contract between the Customer and Blindspot with respect to the access and use of the Blindspot® Application and Services and supersedes any (prior) agreement between them. These Terms and Conditions are exclusively applicable, excluding the terms and conditions of the Customer.

2.8 The Terms and Conditions are accessible on the Website at all times. Blindspot reserves the right, in regard of the change of relevant legislation, the change of market situation, the change of its business policy or at its own discretion, unilaterally to change, modify, cancel, add or remove parts of these Terms and Conditions at any time without a prior notice by posting the updated/amended Terms and Conditions including the day of its effectiveness on the Website. Such changes will be valid and effective as of the moment of posting on or the Website.

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3. Price and payment
3.1 The use of the Application is subject to subscription fees, which are charged on a per-user basis, and are determined in the order confirmation. The Customer can choose between quarterly, or annual subscription plans.

3.2 The subscription fees are based on the following parameters: (i) the Term (quarterly or yearly); (ii) the number of User Licenses. For the avoidance of doubt: a distinction is made between a User License and a User Account. The subscription fee is based on the number of User Licenses acquired, not on the number of User Accounts that are actually in use. When a User has been invited to activate their User Account, this takes up one User License. However, a Customer may decide not to assign a User License to a User (yet); or deactivate a User Account, thereby effectively freeing up a User License allowing the Customer to assign it to another User at a later time. This means a Customer Account may hold more User Licenses than active User Accounts.

3.3 The applicable fees are listed on our Website and on the relevant application platforms and exclude VAT unless otherwise stated. If any applicable taxes or additional (administrative)  costs are charged to the Customer in addition to the price, these will be clearly stated in advance, along with the applicable rates and the total amount to be paid.

3.4 Invoices will be issued in accordance with the order confirmation. Each invoice will detail the subscription fees and the due date for payment. The Customer is responsible for paying the invoice by the due date specified on the invoice.

3.5 If the Customer fails to pay the subscription fees by the due date, Blindspot reserves the right to suspend access to the Blindspot® Application until the outstanding fees are paid in full. Additionally, a late fee may be applied to overdue amounts in accordance with Article 5, par. 1 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. This default interest will automatically start to accrue from the day after the due date of the outstanding invoice, without the need for a prior notice of default. In the event of late payment by the Customer, the outstanding amount will automatically, and therefore without the need for a prior notice of default, be increased by a fixed indemnity of 10% of the principal sum, with a minimum of €50.00.

3.6 Under penalty of forfeiture, the Customer must submit any protest regarding an invoice within 8 calendar days of the invoice date, in writing and by registered mail to Blindspot, mentioning the invoice number and date. In the absence of a protest within the aforementioned period, the invoices will be considered as definitively accepted.

3.7 Under no circumstances does Blindspot guarantee that it will maintain the prices for any of
its Services. Blindspot may at any time adjust the prices of one or more of its Services. In the event of an increase of its prices affecting existing Customers, Blindspot undertakes to notify its Customers through a communication at least one (1) month prior to the application of the new prices. Without prejudice to the provisions on indexation below, an increase of a Customer’s subscription fee which takes effect during the current Term is considered to be a substantial change to the Agreement. Consequently, the Customer shall be given the possibility to terminate the Agreement. Such notice of termination should be done in writing to Blindspot before the entry into force of the new subscription fees. The continued use of the Application by the Customer after the effective date shall constitute the acceptance of the revised prices.

3.8 In so far as the prices of the Services are based on the then prevailing wage costs, costs of third party licenses, social security contributions and government levies, insurance premiums, costs of materials, exchange rates and/or other costs, Blindspot shall, in the event of an increase of one or more of these price factors, be entitled to index its prices accordingly in accordance with the legally permitted standards (for subscription fees: even during the current Term). An indexation cannot be considered a substantial change to the Agreement. Consequently, the Customer shall not be given the possibility to terminate the Agreement.

4. Contract duration and termination
4.1 The Contract comes into force upon the date on which the Customer either accepts the Terms and Conditions or the Application is made available to the Customer (whichever happens first).

4.2 The Contract is a fixed-term contract in accordance with the selected subscription plan: quarterly, or annual. The initial term begins on the date of subscription activation and continues for the duration of the chosen plan.

4.3 At the end of the initial term, the contract will automatically renew for successive terms of the same duration (quarterly or annual) unless either Party provides a notice of termination.

4.4 The Customer may terminate the subscription at any time by providing written notice to Blindspot. However, the termination will only take effect at the end of the current subscription term ( quarterly, or annual). The Customer is obligated to fulfill the payment for the entire duration of the current term, even if notice of termination is given before the term ends.

4.5 Blindspot may terminate the Customer’s subscription immediately upon written notice if the Customer or any of their Users breaches any of these Terms and Conditions. In such cases, no refund will be provided for any remaining period of the subscription term.

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4.6 Upon termination of the Contract, the Customer’s and Users’ access to the Application will be revoked at the end of the current subscription term. The Customer is responsible for downloading or exporting any data from the Application before the termination date. After termination, Blindspot is not obligated to maintain or provide any of the Customer’s and/ or Users’ data and will delete such (personal) data in accordance with the Privacy Policy, except as required by Privacy Legislation.

5. Intellectual property
5.1 The Application is licensed, not sold. Blindspot owns or has licensed all rights in and title to all Content. The User agrees not to have any right or title to any Content.

5.2 The Content is protected by copyright and other (intellectual) property rights. All intellectual property rights and derivative rights rest and remain with Blindspot.

5.3 Each User is granted a limited right of access, use and display of the Content (hereinafter: “Right of use”). This Right of use is non-exclusive, non-transferable and is restricted to personal, internal use within the organization of the Customer and does not include the right to sub-license or commercialize the Content. The User may not reproduce, publicly disclose or make available to third parties the Application and Content without the prior written consent of Blindspot.

5.4 In the event of any breach by the User of the provisions of this article, Blindspot reserves the right to claim compensation from the User for the damage suffered.

6. User Account registration
6.1 The Customer shall be able to access and use the Application through the first (Administrator) User Account and, where appropriate, the additional User Accounts. The Customer shall be solely responsible for every use and activity of the User Accounts.
 

6.2 The Administrator determines the extent of the rights of the User Accounts and the Administrator shall always remain responsible for granting these rights. Each User Account (including the Administrator Account) belongs to one person only and may therefore not be shared with other persons.

6.3 The Administrator as well as every User is advised to create a unique password, to change it frequently and/or to use two-factor authentication. The Customer shall be solely responsible for the protection and security of the User Accounts. In this context, all Users must ensure the confidentiality of their respective User Account, including the confidentiality of the login-data such as the password. Any damage resulting from the careless handling of these login details by the Customer or any of its Users is the sole responsibility of the Customer and can in no way incur the liability of Blindspot. The Customer must immediately report to Blindspot any (suspected) breach of the
confidentiality of one or more User Accounts as well as any controversial registration so that appropriate measures can be taken.

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7. Code of Conduct
7.1 The User is required to create a User Account in order to exercise its Right of use. This license does not give the User the right to sell, republish, redistribute, transfer, or sublicense the Application and Content provided to the User by Blindspot. This license applies to all types of intellectual property rights involved, as discussed in detail in "Article 5. Intellectual Property".

7.2 When creating the User Account, the User must always fill in their data correctly, truthfully, accurately, and completely. It is (and remains) the User's sole responsibility to (have) outdated information corrected or deleted. Each User Account is strictly individual and personal. The User Account may not be transferred to third parties without the express consent of Blindspot.

7.3 All Users may only use or access the Application/ Services in compliance with the Terms and Conditions, applicable laws, rules and regulations, the rights of third parties, and the generally accepted principles on the internet.

7.4 Customer and User agree not to misuse the Application and to abide by the restrictions imposed. Without this list being exhaustive, Customer and User undertake not to:
 

• (Re)sell, assign, distribute, (sub-) license, rent, lease, lend out, distribute or in any other way transfer any rights to the Application granted under this Contract, without the prior written consent of Blindspot, or include any services or any derivative works thereof in a service bureau or outsourcing offering to any third party.
   

• Copy, modify, adapt, alter, translate or create derivative works based upon the Application (other than any copies, modifications or derivative works made exclusively from the reports or overviews which are created solely for Customer’s nternal business purposes);
   

• Engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of the Application;
   

• Use the Application for illegal or unlawful purposes or for the transmission of data which is illegal, defamatory, invasive of another's privacy, abusive, threatening, harmful or infringes on someone's intellectual property;
   

• Use the Application to conduct or promote any illegal activities;
   

• Use the Application for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of emails or other forms of electronic communication;
   

• Use the Application to stalk, harass or harm another individual;
   

• Disturb the proper functioning of the Application and/or Website. This includes that Customer and User must refrain from sending, processing or storing material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs that may infringe the Services and interests of Blindspot, its affiliates and its Customers. Customers should also refrain from uploading any content that may burden or disturb the infrastructure of the Application and its proper functioning;
   

• Add content to the Application that can be considered inappropriate or unlawful because of its illegal, unlawful, harmful, abusive, misleading, threatening, obscene, pornographic, offensive or racist nature and/or more generally because it is in conflict with the public morality or the public order;
   

• Circumvent the business model of Blindspot or its affiliates;
   

• Use the Application – partly or integrally – in any manner that may give a false or misleading impression, attribution, or statement as to Blindspot and/or its affiliates, or any third party;
   

• Ask for the credentials of other Users and/or log into someone else’s User Account;
   

• Use the Application in a fraudulent manner (e.g. the use of a false User Accountand/or providing false user information is considered as fraudulent use);
   

• Pretend to be another (legal or natural) person when using the Application without the necessary permission;
   

• Use the Application in a manner that is significantly higher than the use by an average Customer or User and which may be harmful to the network or which might cause a system overload. These rules of conduct are not exhaustive and Blindspot reserves the right to decide at its discretion whether the conduct of the User is in conflict with these Terms and Conditions.

7.5 The Administrator(s) is/are responsible for:

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• Managing User Accounts accurately and securely, and ensuring that data is up-to- date and that access rights are correctly assigned according to each User’s role;

• Ensuring that only authorized personnel have access to sensitive data and critical functionalities within the admin module. Unauthorized access or sharing of admin credentials is strictly prohibited;
   

• Monitoring User activities to ensure compliance with these Terms and Conditions. They must enforce the guidelines and take appropriate action in case of any violations.

 

7.6 Blindspot does not actively monitor created User Accounts but reserves the right to take all appropriate measures in cases where this is required. If Blindspot decides that the conduct of a User is in conflict with the rules stated by these Terms and Conditions, Blindspot is entitled to decide at its discretion about the disciplinary sanction including but not limited to suspension, termination or deletion of the User Account and/ or Right of Use.
 

8. Liability
8.1 Blindspot declares that the Blindspot® Application is in principle (i) inclusive of such features and characteristics as mentioned in the offer and is also inclusive of such features and characteristics which result from the purpose for which it is provided or for which it usually used to be provided (i.e. that it has no defects/ errors that would impede with the purpose of its use), (ii) is provided to the User in required scope and quality, (iii) is within the requirements of the relevant applicable law and has no legal defects.
 

8.2 The Customer acknowledges and agrees that the Application and Services are provided on an “as is” and “as available” basis, without warranties of any kind. Blindspot does not warrant that the Application/ Services will be uninterrupted or error-free; that defects will be corrected; or that the Application/ Services are free of viruses or other harmful content. Blindspot furthermore disclaims any and all other promises, conditions, representations and warranties – whether express or implied – including but not limited to any implied warranties of fitness for particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy. Blindspot does not warrant that the Services will meet all of Customer’s requirements.
 

8.3 The Customer acknowledges and agrees that the use of the Application/ Services does not guarantee any increase in revenue, sales growth, or any financial or commercial benefits. Blindspot makes no explicit or implicit assurances regarding the results that may be achieved through the use of the Services and/ or Application.
 

8.4 The Customer is aware and agrees that the use of the Application/ Services is at his/ her sole risk. Neither Blindspot or any of its employees, directors or agents shall be liable for the (inability to) use/ access the Application/ Services and the possible consequences or damages that may result therefrom, nor for the loss or deletion of a User Account.
 

8.5 Blindspot’s or any of its employees’, directors’ or agents’ liability is in any case limited to the amount for which they are insured. Blindspot’s liability shall be limited to the lower of the following two amounts: (i) the invoice value of the latest invoice related to the Services, or (ii) the amount of the payment of the insurance policies entered into by the Blindspot. Blindspot’s liability shall in any case be limited to the liability mandatory under Belgian law. The Customer accepts that it must always notify Blindspot in the shortest possible time of any damage it has suffered as a result of using the Services. Any aggravation of the damage as a result of the failure to give such prompt notice shall not be attributable to Blindspot.
 

8.6 Blindspot shall neither be liable for:
 

• Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill and damage to the property of the Customer due to the use of the Services). This limitation of liability also applies when Blindspot has been specifically informed of the potential loss by the Customer;
   

• Defects that have been caused directly or indirectly by an act on the part of the Customer or a third party, irrespective of whether they are caused by an error or negligence;
   

• Damage caused by using the Services for a different purpose than the purpose for which they have been developed or is intended by Blindspot;
   

• Additional damage caused by continued use by the Customer, Administrator and/or Users after a defect has been detected;
   

• The loss or incorrect use of the Customer data, unless this is solely due to Blindspot’s fault;
   

• Damage caused by non-compliance with any advice and/or guidelines that may be given by Blindspot, which the latter always provides on a discretionary basis;

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• Damage caused by force majeure or hardship (see Article 8). The Customer accepts that Blindspot does not offer any guarantee that, by using the Services, the Customer automatically complies with any specific laws, regulations, or industry standards. It is the sole responsibility of the Customer to verify that their use of the Services complies with all applicable laws, regulations, and standards relevant to their jurisdiction and industry. Blindspot expressly disclaims any liability for the customer's failure to comply with applicable laws, regulations, or industry standards, and the Customer acknowledges that Blindspot shall not be held responsible for any legal consequences resulting from such non-compliance.

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9. Force Majeure / Hardship
9.1 Blindspot cannot be held liable for any failure to meet its obligations under the Contract if this failure is due to force majeure or hardship. Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the Contract were reasonably unforeseeable and unavoidable, and which prevent Blindspot from performing the Contract, or which would make the performance of the Contract more difficult, financially or otherwise, than would normally be the case (including, but not limited, to: war, natural disasters, fire, seizure, epidemics and pandemics, delays with or bankruptcy of third parties engaged by Blindspot, shortage of staff, strikes, organizational circumstances, threat or acts of terrorism, interventions by public authorities, power interruptions and failures of or interruptions to any communications equipment, software or hardware). The
aforementioned situations entitle Blindspot to review and/or suspend the execution of the Contract by simple written notice to the Customer, without being liable to pay compensation. Blindspot shall be entitled to terminate the Contract if the situation of force majeure and/or hardship lasts longer than two (2) months.

10. Privacy
10.1 When Blindspot processes personal Customer account information for a number of its own purposes (e.g. to send newsletters and other marketing communications, for its administrative and tax obligations), Blindspot acts as a ‘data controller’ within the meaning of the Privacy Legislation. Blindspot’s Privacy Policy includes all relevant information about the way in which Blindspot handles Personal Account Information in its capacity as a data controller (including: the purposes of data processing, the type(s) of personal data to be processed, the period for which they are retained, the recipients of the data, etc.). By concluding a Contract with Blindspot or using the Blindspot® Application the Customer and User are deemed to have read the Privacy Policy and to understand its content.

10.2 For the provision of the Services, the Customer acknowledges that it shall act as ‘data controller’ and Blindspot as ‘data processor’ within the meaning of the Privacy Legislation. Blindspot and the Customer will enter into a Data Processing Agreement outlining the specific terms and conditions of the data processing activities. The provided personal data will only be processed in accordance with the Customer’s instructions, the DPA, the Privacy Policy and the Privacy Legislation.
 

11. Support and complaints
11.1 If you have a complaint regarding our Application or Services, you can submit it to us via our email address info@blindspotapp.com. Please describe your complaint in as much detail as possible. You will receive a response from us as soon as possible.

11.2 If you need any assistance to use or access our Blindspot® Application/ Services, you can always contact us via our email address info@blindspotapp.com.

12. Availability, maintenance and updates
12.1 Blindspot offers its Customers the possibility to check availability of the Application at all times, live and in real-time through its Website. In the event of problems with the availability of the Application, Blindspot will make all reasonable efforts to solve such issue as soon as reasonably possible without giving any guarantee in terms of response and resolution times. In any case and where appropriate, Blindspot shall be free to determine what is to be considered an adequate solution or compensation for its Customers in this respect.

 

12.2 Blindspot wishes to keep the quality of the Services high by performing maintenance activities and implementing updates on a regular basis. Blindspot undertakes to minimize the impact of such maintenance activities and updates on the availability of the Blindspot® Application, but does not exclude any downtime in this respect. In any case Blindspot undertakes its best effort to inform the Customer thereof in due time, unless this is impossible or not useful (e.g. in case of urgency).
 

12.3 Under no circumstances shall Blindspot be obliged to compensate the Customer due to a situation of unavailability.

13. Miscellaneous
13.1 The invalidity, nullity, and/or unenforceability of any provision of these Terms and Conditions shall not in any way affect the validity and/or enforceability of the remaining provisions of the Terms and Conditions. The relevant provision shall be replaced by a valid provision that strives to achieve as closely as possible the purpose and intent of the invalid or voided provision. If parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.
 

13.2 The Customer accepts electronic evidence. The Customer is solely and exclusively responsible for the accuracy of all data that he or she provides. The final confirmation of the order by the Customer shall be considered acceptance of the order at the stated price. The Customer’s confirmation shall be considered a signature and express acceptance of all transactions via the website.
 

13.3 The (repeated) failure by Blindspot to exercise any of its rights may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of its rights.
 

13.4 Blindspot is entitled to assign or transfer this Contract, in whole or in part, to any affiliate or to another company in connection with the sale, transfer, merger, consolidation, or any other disposition of all or substantially all of its assets or business.
 

14. Applicable law and dispute resolution
14.1 In case of disputes between Blindspot and the Customer, only Belgian law shall apply and only the courts of the Antwerp district, division Antwerp shall have jurisdiction, unless otherwise provided in mandatory legal provisions.