General terms and conditions

PREAMBLE

Opinum SA invites customers to read these general terms and conditions carefully. These apply to all the Services provided by Opinum to its Customers.

These general terms and conditions are subject to change.

 

ARTICLE 1 - PURPOSE

These general terms and conditions apply to the relations between Opinum and the Customer.

The Customer who registers for a trial period or who purchases a subscription to the Services via the website agrees to be bound by these general terms and conditions. The Customer waives the right to invoke their own, if any, general terms and conditions.

Any derogation from these general terms and conditions which may be granted by Opinum or one of its representatives is only valid on the condition it is confirmed by mail or email. Any derogation which may be granted must be interpreted in a restrictive manner and shall not prejudice the provisions of these general terms and conditions which have not been expressly waived.

 

ARTICLE 2 - DEFINITIONS

For the interpretation of these general terms and conditions, the following terms shall have the meaning given to them in this article:

"Opinum": Opinum SA, a company whose head office is established at Rue Auguste Piccard 48 Box 17, 6041 Charleroi (Belgium), and is registered with Banque Carrefour des Entreprises under no. 0561.807.172.

"Customer": any company and legal entity, natural or legal person acting on its behalf, in a framework other than private (B2B) who has registered to use the Services.

"Portal": the online application called "DATAHUB OPINUM", developed and published by Opinum.

"Confidential Information": concerns all information relating to the Customer and/or Opinum regardless of the means of communication used, oral or otherwise. This information may, in particular, be of a technical, commercial, financial or scientific nature. It includes but is not limited to business plans, intellectual property rights, computer programs (source code or object code), know-how, plans, designs and reports.

"Fee": means the prices listed on the Opinum website where the Customer can order online services.

"Intellectual Property Rights": concern among other things the rights relating to literary, artistic and scientific works, scientific discoveries, industrial designs and models; logos, trademarks, brand names and service marks, as well as trade names and trade designations; computer programs, including graphic user interfaces and preparatory design material; and other rights relating to the intellectual activity in the industrial, scientific, literary and artistic fields that may exist anywhere in the world.

"Services": refers to the Portal, and the different features and services offered by the Portal.

"Update": means all new features or updates to the Portal or its features or services that are made available by Opinum.

"Trial period": is a free trial period of 45 days which starts on the date on which the Customer registers for the Services on the Opinum website and ends automatically after 45 days. Each Customer has the right to only one free trial period.

"User": means a natural person authorised by the Customer via the Administration interface to use the Services.

 

ARTICLE 3 - SUPPLY OF SERVICES

Any order transmitted to Opinum may only be considered accepted after its confirmation by Opinum, regardless of the means of communication used.

Opinum reserves the right to refuse any order placed by a Customer.

The acceptance of the order by Opinum binds the Customer and Opinium within a contractual relationship to which these general terms and conditions, the service agreement, the privacy policy and terms and conditions of use apply.

 

ARTICLE 4 - LICENCE

Opinum grants the Customer a non-exclusive and non-transferable licence to use the Services during the trial period and/or the specified period.

The granting of the licence is conditional on the strict compliance with the terms and conditions set out herein and, in particular, the payment of the fee.

Only the Customer may use the provided Services in the course of its commercial activity. The Customer may not in any case:

  • Rent, lend, resell or distribute the Services unless it is expressly authorised by Opinum;
  • Use the Services to provide ancillary or additional services in relation to the Services;
  • Allow access to Services to a third party or the use of these Services by a third party.

The Customer guarantees and declares that they will make every effort to ensure and maintain reasonable security measures covering but not limited to the confidentiality, authenticity and integrity of access to the Services granted.

 

ARTICLE 5 – TERM

Outside of the free trial period, the licence is granted for an indefinite period.

In the case where the Customer does not unregister before the end of the trial period, a new period will start automatically at the end of this trial period and for an indefinite period until one of the Parties terminates it in accordance with these terms and conditions.

 

ARTICLE 6 - INTELLECTUAL PROPERTY

Opinum retains all intellectual property rights that are not expressly granted to the Customer.

No rights are transferred to the Customer.

The Services, including the texts, structure, layout, graphical components, presentation, logos, and all elements contained in the program, as well as the trademark, are covered by the intellectual property rights held by Opinum, its suppliers and any partners.

In consequence of the foregoing, the Customer shall refrain from any act or behaviour that could directly or indirectly infringe the intellectual property rights held on the Services,  Portal and associated brands. The Customer is, in particular, prohibited from undermining the intellectual property rights held by Opinum on the computer programs referred to in the previous paragraph.

It is strictly forbidden for the Customer:

  • To reproduce, represent, disseminate or distribute all or part of the Services, either for payment or free of charge;
  • To use the Services, in any manner whatsoever, for the purposes of the design, implementation, dissemination or marketing of similar, equivalent or substitute products or services;
  • To separately use, dissociate or virtualise the features of the Portal;
  • To publish, copy (with the exception of any backup allowed), rent or lend the Portal;
  • To adapt, modify, transform, or repair the Portal for any reason whatsoever, including to correct errors;
  • To transcribe the Portal, directly or indirectly, or translate the Portal into other languages;
  • To modify or circumvent the security codes such as usernames and passwords;
  • To try to access the infrastructure of Opinum;
  • To circumvent or attempt to circumvent the restrictions, technical security measures or technical limitations integrated or contained in the Services;
  • To use the Portal as server software or for the purposes of commercial hosting, to allow the simultaneous use of the Services by multiple users on a network, to install the Services on a server to allow remote access to users or install the Portal on a device for it to be used exclusively by remote users;
  • To reconstruct the logics of the Portal, to decompile or disassemble it, or attempt to perform these operations, except and only to the extent that (a) this is permitted by the applicable regulation; (b) this is permitted by the terms of the Licence Agreement governing the use of open source components which may be included in the Services;
  • To use the Internet features in any way likely to disrupt its use by another person, or to try to access to, or to use, any service, data, account or network in an unauthorised manner.

Any violation of these intellectual property rights may give rise to civil and criminal proceedings.

 

ARTICLE 7 - FEES, BILLING, PAYMENT AND SANCTIONS

The Customer undertakes to pay Opinum a fee in exchange for the provision of Services by Opinum. The amount of the fees is included on the Opinum website.

The prices are stated in euros and exclusive of tax; therefore, prices will be increased by the taxes applicable on the day of the billing.

Opinum shall issue a monthly invoice for the basic version of the Services and a monthly, quarterly or annual invoice depending on the amount of data created or downloaded in the Portal.

Payment must be made to the bank account of Opinum (A/c no. BE53 0017 6938 2353 at BNP Paribas Fortis no later than 30 days from the date of billing. The Customer is solely responsible for the payment of any bank charges.

The fee may be modified at any time by Opinum. However, such a modification will not apply to the current month or the following month in order to allow the Customer time to terminate the Contract under the conditions provided for by these terms and conditions if they do not accept the new tariff.

Accordingly, the Customer is invited to regularly consult the tariffs in force on the site www.opinum.com.

In the case of non-payment, even partial, of an invoice, whatever it is, by its due date, Opinum reserves the right to suspend the Services until receipt of full payment of the sums due.

The suspension of Services, in the case of non-payment, does not give the right to a refund or any compensation in favour of the Customer. In the event of default of payment by the Customer, Opinum shall retain the data for 3 months. After this period, the data shall be destroyed.

Expenses relating to non-payments are charged to the Customer. Any delay in payment will lead to, as of right and without prior notice, the charging of interest at a rate of 15% per year on all amounts still owed on the date. This interest is due by the mere fact of the failure to pay be the due date and is without prejudice to the option to terminate the Contract.

Any invoice totally or partially unpaid by the due date shall also be increased, as of right and without notice, by a lump sum of €125 or of 15% of the amount outstanding, whichever is greater.

The costs for the reminder of unpaid debts shall be charged to the Customer up to a maximum of €10 per registered mail.

In general, the Customer has no right to any reimbursement of the fee in the case of partial use of the Services, the suspension of the Services, the termination of the Contract or where Opinum fails to comply with the service agreement.

 

ARTICLE 8 - GUARANTEES

Opinum guarantees they have the right to license the Services and that these Services shall provide the features and services created by Opinum.

This guarantee does not apply in cases of:

  • defects or damages resulting from the third-party components that were not provided by Opinum.
  • Insufficient Internet connection provided by a third party for the use or the provision of the Services.

In the event of a breach of the guarantee, the amount of damages which may be charged to Opinum may not exceed, all damages combined, the amount of the fee charged for the month during which the Services have been affected.

Opinum is under an obligation of means taking particular account of the risks inherent in the technologies used. In this regard, the Customer is obliged to regularly check the technical limitations on the webpage: https://docs.opinum.com/user-manual/starter-guide/limitations.html. These technical limitations form an integral part of these general terms and conditions.

Accordingly, Opinum does not guarantee that the Services shall operate without interruption, or that they shall be free of anomalies or errors, or that such anomalies or errors can be corrected. Opinum does not guarantee that the services are totally free of "bugs" and errors, but only that they do not compromise the Services in a substantial way.

Opinum shall provide the Services "as is". Any guarantee with regard to the Services being fit for purpose or for a specific goal is excluded. Opinum does not guarantee that the Services meet the requirements and expectations of the Customer in terms of performance, except in the case of express derogations.

It is expressly agreed that this provision shall survive the termination, for whatever cause, of contractual relationships.

 

ARTICLE 9 - LIABILITY

Opinum may not be held liable for problems in accessing the Services if they are the result of facts or circumstances beyond its control, or could not have been anticipated or avoided (e.g.: illness among the personnel of Opinum, telecommunication problems, service incident or failures on the part of the suppliers of Opinum, etc.).

Opinum may not be held liable when the damage is the result of deficient operation of the Services, either because of external factors (power outage or disruption, lightning strike, insufficient Internet connection, etc.) or because of factors specific to the configuration of the Services (failures, disruption of network, etc.).

The Services are protected by a password and security measures. The Customer is solely responsible for the establishment of internal security requirements to avoid a third person accessing its accounts. Opinum may not be held liable in the case of data theft or misuse of the Services where this is the result of the use of an unsecure password, non-compliance with the security requirements by the Customer or the use of equipment or devices of the Customer.

Opinum may not be held liable if the Services have not been properly used or if they have been modified.

The Customer is solely responsible for the use of the data, the responsibility of Opinum is limited to the hosting, securing, processing and backup of the data. Therefore, Opinum incurs no liability relating to these data and is not liable for the consequences of any errors in the data.

By express agreement, Opinum is not liable for indirect damages resulting from non-performance of the Contract. Indirect damages include financial or commercial damages, the loss of clientele, commercial disruption of any kind, loss of profit, loss of brand image, any loss of data, files or software suffered by the Customer, the increase in charges, and the cost of services required to implement or correct the data or the results obtained.

In all cases, if the liability of Opinum should nevertheless be accepted, the amount of damages which could be charged may not exceed, all damages combined, the amounts actually received by Opinum for the performance of the Contract during the calendar quarter during which its liability is invoked.

It is expressly agreed that this Article shall survive the termination, for whatsoever reason, of the Contract.

 

ARTICLE 10 - END OF THE CONTRACTUAL RELATIONSHIP

Opinum may immediately put an end to the contractual relationship in the case where the Customer has used or has authorised the use of the Services in breach of these general terms and conditions, the service agreement, the privacy policy and terms and conditions of use.

Similarly, Opinum may put an end to the contractual relationship at any time without notice when:

  • The Customer ceases or threatens to cease its activity;
  • The Customer becomes bankrupt or is subject to the conditions of bankruptcy;
  • The Customer has petitioned the courts to open a business restructuring process;
  • The Customer is in voluntary or court-ordered liquidation;
  • The Customer is in provisional administration;
  • The Customer makes abusive or malicious use of the Services.

The Customer may put an end to the contractual relationship at any time by unregistering. In this case, the Customer is not entitled to any refund of fees paid or due prior to unregistering.

Opinum may also put an end to the Contract immediately due to a serious breach by the Customer.

In the event of termination for fault of the Customer, the latter (i) shall be accountable to Opinum for the totality of the sums due and/or payable as an overall and final lump sum payment; (ii) shall be suspended from accessing the Services and its licence, accounts and data will be deleted.

In the event of termination by the Customer, the Customer shall assume full responsibility for the consequences of the termination of the Contract, in particular in terms of continuity of its internal management.

 

ARTICLE 11 - BACKUP AND ARCHIVING

Opinum shall perform a daily backup of the database. These data are kept for a period of 3 years starting on the date on which the data has been created or downloaded on the Portal. Beyond the 3 years, the Customer is obliged to purchase storage units. Failing this, the data will be erased.

For a period of two months from the date of the termination of the contractual relationship, Opinum shall retain the data of the Customer. Beyond this period, the data shall be destroyed without the Customer being able to claim any compensation whatsoever.

The Customer has the option to ask Opinum to send them a back-up of their data. The mode of transfer of the data shall be proposed by Opinum and billed on the basis of the tariff in force at the date of the request of the Customer, taking into account the quantity and type of data to be transferred.

 

ARTICLE 12 - CONFIDENTIAL INFORMATION

The Parties undertake to keep information relating to the Services confidential throughout the duration of the Contract and for ten (10) years from the termination of the contractual relationship for any reason whatsoever.

Confidential information is all the information communicated by Opinum to the Customer, regardless of the means of communication used, oral or otherwise (hereinafter, "Confidential Information"), to the exclusion of information that the Parties expressly identify as being non-confidential at the time of its communication.

This information may, in particular, be technical, commercial, financial or scientific. It may concern reports, business plans, strategies, financial information, research and development, including but not limited to trade secrets, software (including the source and object codes), information product design, lists of customers, suppliers and potential investors, prices and price policies not published elsewhere, research and development material, prototypes, technical and scientific information, inventions, design, formulas, data, databases, know-how, diagrams and other flow charts, algorithms, new products and services under development, and marketing, business and internet strategies, as well as analyses, compilations, studies or other prepared documents or materials.

This list is purely illustrative.

The Parties undertake to return, on simple request of the other party, any document relating to confidential information.

Information is not confidential if the party can prove that this information:

  • is in the public domain, namely that this information has been publicly disclosed, in particular by the general or specialised press, prior to its communication, or has been made public, subsequent to its communication, otherwise than by breach of this clause;
  • was known to the receiving party prior to its communication by the disclosing party.

 

ARTICLE 13 - PERSONAL DATA PROTECTION

The information communicated by the Customer shall be included in an Opinum file.

The data communicated by the Customer are exclusively professional and cannot be considered personal data within the meaning of the European General Data Protection Regulation (EU Regulation 2016/679 of 27 April 2016). If, however, personal data were to be communicated by the Customer, Opinum undertakes not to use them for profiling or commercial purposes. Opinum shall process them in a lawful, fair and transparent manner and comply with the General Data Protection Regulation.

For any question relating to personal data or to the exercise of your rights, you can contact Opinum by email at the following address: info@opinum.com

 

ARTICLE 14 – CUSTOMER DATA PROTECTION

The data obtained from the Customer necessary for the operation of the Services remain the property of the Customer.

The Customer is required to retain copies of the data used and stored on the Opinum servers.

 

ARTICLE 15 - SUNDRY

Any notification which must be made from one of the undersigned parties to the other, must be made by registered letter with acknowledgment of receipt. These notifications shall take effect on the first working day following their mailing.

In the case where an article of this Contract is declared null and void by a competent jurisdiction, such invalidity shall not affect the other provisions or articles which shall remain valid.

The Parties shall make every effort to replace the cancelled provision by a similar provision expunged of its cause of nullity.

Any change, modification or extension of this Contract must occur by common agreement.

The Contract includes the entirety of the obligations of the Parties with regard to its subject matter. It cancels and replaces all previous agreements between the Parties, whether oral or written, having the same subject matter, including the general terms and conditions of the Customer.

Only a written addendum duly signed by the Parties may validly amend the provisions of the Contract. Except as expressly provided for in the Contract, no change can be the result of an exchange, even written, between the Parties, or be inferred from the conduct or the comments of a Party, without the signing of such an addendum.

Each Party acts in its own name and on its own behalf in the capacity of an independent contractor. Neither Party has the power nor the authority to bind the other Party in any way. None of the provisions of the Contract may be construed as creating, between the Parties, a mandate, subsidiary, relationship of agent or employment relationship.

The fact that one of the Parties has not required the application of a provision of the Contract may in no way be considered as a waiver of the rights held by that Party under said provision.

 

ARTICLE 16 - JURISDICTIONAL COMPETENCE

All disputes arising between Opinum and a Customer are of the exclusive jurisdiction of the courts of the judicial district of Hainaut.

 

ARTICLE 17- APPLICABLE LAW

Belgian law applies to these general terms and conditions.

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