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Terms of services

Last updated: July 25th, 2024

Registration of User and Acceptance of Agreement

This Agreement is for a registered “Client” only (ENTITY OR PERSON, hereinafter collectively referred to as “YOU” or “YOUR” or “USER” or “CLIENT”). By registering as a Client or by using any of the services to which this Agreement applies, you accept and agree to this Agreement as a binding contract. YOUR CLICKING “I ACCEPT” (or “Start Now” or “Create Account”) CONSTITUTES ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

D-Sight SA and D-Sight Software solutions

D-Sight SA, having its legal office at 24 Boulevard du Souverain, 1170 Brussels, Belgium (hereinafter referred as “D-SIGHT”), has developed its D-Sight CDM, Sourcing, Portfolio and P2MAP software and is willing to allow the Client to remotely interact with and use the software as a Software as a Service (hereinafter referred to as “SaaS”) solution under the terms and conditions of this Agreement.

SaaS Access

D-Sight grants access to the Client desires to remotely use the latest version of the software as a SaaS solution as described in this Agreement. To do so, an account must be allocated to the Client and maintained, which allows the Client to access the services and remotely use the Software pursuant to this Agreement (hereinafter referred as the “Services”).

This Agreement is a temporary agreement which must be renewed at the end of each running terms in order to keep access to the Services.

Permitted Users

If the Client is a corporation or entity other than a private Individual, then the permitted users of the Services under this Agreement may be any employees or external stakeholders of the Client and/or those of the Client’s branch entities (the “Permitted Users”).

TERMS AND CONDITIONS

Section 1 – Use of the Services

1. The Software

The “Software” means D-SIGHT’ Software and such other computer programs, if any, that D-Sight elects to include in the SaaS solution provided to the Client under this Agreement.

Subject to the terms and conditions of this Agreement and Client’s compliance with them, D-Sight grants to the Client an access to the Services as described in this Agreement and a right to use the Services. The Software will be located on D-SIGHT Computers (defined below). The Permitted Users will remotely use the Software from the Client’s or the Client’s branch entities’ Computers (defined below) through compatible web browsing software located on the Client’s Computers. The Software accessed by the Client in this manner will be made accessible by D-SIGHT Computers through the Internet to the Client’s Computers for use by the Client on the Client’s Computers. Except for uploading of Client Data (as described in Section 2.1), the Client may not upload or store any data, computer programs, or other subject matter on D-SIGHT Computers.

2. Permitted User(s)

The Client may use the Software and Services only by and through the Permitted Users and only in accordance with the Subscribed Plan (see section 7).

3. D-SIGHT Computers

“D-SIGHT Computers” will mean the server(s) and any other computer(s), storage media, hardware and system(s) selected or designated by D-SIGHT for the storage and execution of the Software for the purpose of allowing the Client remote interaction and use of such Software under Section 1. The Software will be made accessible as a SaaS solution from or by the D-SIGHT Computers to the Client’s Computers.

D-SIGHT Computers are not dedicated exclusively to the Software or the Client. D-SIGHT Computers may be located at D-SIGHT’s or its contractor’s site(s) (e.g., a D-SIGHT or third-party data center). D-SIGHT might not be the owner of the D-SIGHT Computers, and their use by D-SIGHT might be subject to a service contract with a third party.

4. Client’s Computers

“Client’s Computers” will mean computers functioning as Internet clients, desktop PCs, or workstations that are in the possession and control of the Client and used by the Client to access the Services and use the Software as described in this Agreement.

5. Responsibilities of the Client

The Client, at its expense, will be responsible for procuring, installing, and maintaining the Client’s Computers (including system software), compatible web browsing software, Internet access, data feeds, telecommunications, networks, peripherals and any other items and services needed by the Client’s Computers to access (via the Internet) D-SIGHT Computers and use the Software running on D-SIGHT Computers and Client Data located on D-SIGHT Computers, and will follow D-SIGHT’s then-current reasonable specifications and guidelines with respect to the foregoing. Updates to the foregoing may be required from time to time as described in update notices from D-SIGHT. The Client is responsible for procuring and installing such updates.

6. No Rights to Code

The Client is not entitled to receive any copy of any of the Software in any form (source code, object code, executable code, or other form). The License is strictly limited to remote access via the Internet, as a SaaS solution as described above.

7. Intellectual Property

“Intellectual Property Rights” means any and all patent rights (including but not limited to divisionals, extensions, improvement patents, supplementary protection certificates), know-how, trademarks, copyrights (including moral rights), trade and business names, domain names, rights in and to databases (including the right to prevent the extraction or reutilisation of information from a database), design rights, topography rights and any other rights or forms of protection of a similar nature or having equivalent or similar effect, whether or not registered and including all applications for registration of any of foregoing.

The Software and any modification thereof, and Intellectual Property Rights in and to the Software and any modification thereof (the “Background IP”), are the property of D-SIGHT (and its licensors, if any, to the extent that the Software or Services include any computer programs or intellectual property licensed by such licensors to D-SIGHT for inclusion in or with the Software or Services).

Works, inventions and any Intellectual Property Rights that are developed, generated or conceived in the performance of the Services and that are based upon, derived from or related to D-SIGHT’s Software (the “Derived Works”) shall be and at all times remain the sole property of D-Sight. The Client shall not file for or maintain patent rights nor claim or register any other Intellectual Property Rights in respect of D-SIGHT’s software or the Derived Works and shall also cause the Permitted Users and their respective employees, subcontractors, participants and agents to refrain from filing or maintaining any such patent rights or from claiming or registering any other Intellectual Property Rights. In case any intellectual application is filed or patent is obtained in breach of this Article, all rights to such patent application or patent shall vest in D-SIGHT and the Client or the Permitted Users shall promptly assign such patent application, patent or intellectual property rights to D-SIGHT.

D-SIGHT shall never assign or convey ownership of any Intellectual Property Rights on the Background IP or the Derived Works to the Client. The eventual payment by the Client of any sum whatsoever to D-SIGHT do not confer them any intellectual property rights whatsoever.

Provided that the Client and the Permitted Users fully respect the rights of D-SIGHT described in this article (and, in particular, that they do not trace or decompile the source code of D-SIGHT’s Software), this clause shall not prevent the Client from developing modules with another service provider similar to the Derived works.

8. Feedback

“Feedback” means any fixes, recommendations, ideas, improvements, enhancements, inventions, features, functionality, suggestions, methods, and contributions related to the Software or Services that are communicated by the Client or any of its personnel to D-SIGHT. D-SIGHT will have the irrevocable right and license to make, use, sell, copy, implement, disclose and commercialize any Feedback without any accountability to the Client or its personnel.

Section 2 – Data, Confidentiality and Security

1. Client Data

“Client Data” means the data of the Client that are uploaded by the Client to D-SIGHT’s Computers as part of the licensed use of Licensed Software. Uploading of Client Data must be in accordance with D-SIGHT’s then-current reasonable specifications and guidelines. Such Client Data will be kept confidential by D-SIGHT (and its contractors, if any). D-SIGHT shall only perform a weekly back-up of the Client Data stored on D-SIGHT’s Computers in accordance with the normal security standards.  It is the Client’s responsibility to maintain its own (additional) adequate back-ups of such Client Data in order to ensure continued use, security and retention. The Client ensures that Client Data and the uploading and storage of such data will not infringe, misappropriate or violate the rights or intellectual property of any third party. The Client is responsible for the accuracy, integrity, completeness and content of Client Data. D-SIGHT will not have any responsibility for any loss of Client Data.

2. Personal Information

The Client must not disclose any personally identifiable information (PII), protected health information (PHI), payment card information (PCI) or any other personal information in violation of any law, regulation or government order or the rights of any person. The Client will indemnify D-SIGHT and their officers, managers, employees, contractors, owners, and representatives against, and hold them harmless from, any such violation and any claims of such violation, and any judgments, settlements, damages, awards, expenses, costs, losses, and attorneys’ fees.

3. Security

The Client shall be responsible to maintain adequate technical and procedural access controls and system security requirements and devices to ensure that there is no unauthorized or improper access to or use of Software or D-SIGHT Computers or violation of data privacy or confidentiality from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, visitors, customers or affiliates of the Client. The Client shall be liable for any damage and loss (including loss of data) arising either from use of the Software in conflict with the Software’s instructions for use, the recommendations of D-SIGHT or the usual standards of the “good user” or from viruses, malware and other malicious objects originating from the Client’s own systems and installations.

D-SIGHT will not be responsible or liable for any unauthorized or improper access to or use of the Software or any Client Data where such access or use originates outside of D-SIGHT Computers or from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, visitors, customers or affiliates of the Client.

The Client will also be responsible for implementing and maintaining virus detection, quarantine, and eradication capabilities and other similar protections for its computers, software and systems. These capabilities and protections are not provided by D-SIGHT for the client’s computers, software’s and systems. D-SIGHT is responsible for implementing and maintaining virus detection, quarantine, and eradication capabilities and other similar protections for its own software’s.

4. Passwords and Access

User IDs (e.g., logins), passwords and access to the Services and Client Data residing on D-SIGHT Computers will be administered and governed by D-SIGHT’s then-current reasonable guidelines and procedures. The Client is responsible for any and all activities that occur under its account and for the confidentiality of all User IDs and passwords of users and for the confidentiality of any other security-related information disclosed to the Client. The Client must safeguard such User IDs, passwords, and security-related information. The Client must notify D-SIGHT of any known unauthorized use of the Client’s account and any other breach of security relevant to this Agreement. D-SIGHT will take the necessary measures to limit the harmful consequences and avoid the repetition of similar incidents.

5. Confidentiality

Each Party (the “Receiving Party”) will keep confidential and will not use for any purpose other than this Agreement, any information disclosed by the other Party (the “Disclosing Party”) to the Receiving Party about, or that is learned or observed by the Receiving Party from, the Software or any of the technologies, methodologies, equipment, software or processes used by the Disclosing Party. The Receiving Party does not have any obligation of confidentiality under this paragraph with respect to information that is publicly known or becomes publicly known through no disclosure, act or negligence of the Receiving Party.

6. No Unlawful or Disreputable Purpose

The Client will not access or use any of the Software or Services for any unlawful, dishonest, disreputable, illegitimate, or immoral purpose and will not disparage D-SIGHT or its Licensed Software or Services to others.

Section 3 – Support and Updates

1. Support, Maintenance and Training

D-SIGHT shall provide training and support to the extent described in the Appendix of this Agreement. D-SIGHT is not obligated to update the Software. However, if and to the extent that D-SIGHT elects to do so, D-SIGHT may implement fixes, updates, etc. as described in Section 3.2.

2. Software Maintenance and New Versions

The Agreement includes any maintenance fixes, patches, and updates to and new versions of Software that D-SIGHT elects to install on the D-SIGHT Computers and include in the access of Section 1.1. All such maintenance fixes, patches, updates, and new versions will become part of the Software. The Client’s rights will only apply to the then-most-current version of the Software installed on, and available to the Client from, the D-SIGHT Computers. Prior or outdated versions of the Software (and any maintenance fixes, patches, work-arounds, and updates to such prior or outdated versions) may be discontinued by D-SIGHT.

It is understood that downtime of D-SIGHT Computers and Software for maintenance, re-location, and other purposes will be necessary from time to time and that unintended interruptions and unscheduled downtime may also occur and are not a breach of this Agreement.

“Maintenance” means (i) any reasonable periods for installation of Updates so long as such installation is undertaken between the hours of 7:00 pm and 7:00 am CET, or at such other time as may be provided by Supplier upon at least 2 days’ prior written notice to Customer, (ii) any denial of service attacks or other Downtime outside the reasonable control of Supplier, (iii) Downtime that arises out of actions or omissions of Customer, and (iii) any Downtime that arises out of Customer’s use of its own hardware or software with the Service which is not part of the functionality of the Service.

Section 4 – Payments

1. Fees and payments

For all Commercial Versions (see Section 7) and during the term of this Agreement, the Client is committed to pay D-SIGHT the contractual fee that has been agreed upon.

The License fees shall be paid upon receipt of the invoices.

The Services shall be paid within 30 calendar days from the sending of the invoice(s) corresponding to these Services.

2. Overdue payments

When payment of any invoice is overdue and after one reminder, D-SIGHT may:

  • suspend performance of the Software and Services
  • charge and recover interest from the Client on the sum of the outstanding invoice or direct debit calculated at a compound rate of two per cent per month from the due date until the date of full payment

3. Invoice Disputes

To be admissible, any dispute of an invoice must be made in writing addressed to D-SIGHT, within 10 calendar days of its sending, and must detail the item(s) of the invoices that are disputed and the reasons for this dispute.

In the event that the dispute is found to be justified, D-SIGHT will issue a credit note corresponding to the item(s) of the accepted dispute. The Client undertakes to pay the undisputed items within 30 days from the sending of this credit note.

Any failure by D-SIGHT to reply within 20 days of the dispatch of the dispute will be considered as a rejection of the Client’s dispute.

In the event of non-payment of an undisputed invoice or part of an undisputed invoice, within 45 calendar days of its sending, D-SIGHT will have the right to suspend, without any further notice of default, the use of the Software and the Services, all without prejudice to the other legal remedies and actions made available to D-SIGHT.

If D-SIGHT is forced to take legal action to recover overdue payments, the Client shall be responsible for all costs and disbursements incurred by D-SIGHT on a full indemnity basis.

Section 5 – Disclaimers and Limitations

1. Disclaimer

D-SIGHT makes no warranty, representation or promise not expressly set forth in this agreement. Except as expressly warranted in this agreement, the licensed software and services are provided on an “as is” basis. D-SIGHT disclaims and excludes any and all implied warranties, including, without limitation, those of merchantability, fitness for a particular purpose and non-infringement. D-SIGHT makes no warranty with respect to any hardware, software or product of any third party. All use of and reliance on the licensed software and services by licensee or under this agreement are at the sole risk of the Client.

2. Limitation on Liability

D-SIGHT will only be liable for data losses if (1) a serious breach of its confidentiality or security obligations under this Agreement or an unauthorized access by one of its employees to CLIENT’s data and systems is demonstrated and (2) CLIENT was unable to take measures itself to prevent or limit (the consequences of) the data loss.

D-SIGHT will only be liable for intellectual property infringements by the D-SIGHT’s software and/or because of the Services if the infringements do not result of the adaptations, manipulations, acts or omissions of a person who CLIENT is responsible for (including the Permitted Users).

Any improper use of the Software by the Client, any defects, viruses, malwares or other malicious items originating from the Client’s systems and installations will exclude any liability on the part of D-SIGHT.

D-SIGHT will not in any case be liable for any special, incidental, consequential, direct, indirect, exemplary, or punitive damages or for the loss of profits, revenue, or business, even if D-SIGHT has been advised of the possibility thereof.

D-SIGHT will not be responsible for the loss of use of any website, internet access, hardware or software, costs of re-creating lost data, the cost of any substitute performance, equipment, software, or system, or claims by any party other than the Client.

This agreement, and section 5 in particular, defines a mutually agreed upon allocation of risk.

In any circumstances, a Party’s aggregate liability arising from or relating to this agreement or the software or services (regardless of the form of action or claim – e.g. contract, warranty, tort, malpractice), which cannot otherwise be excluded by law, will not exceed the greater of (i) € 49,000 (forty- nine thousand euro) or (ii) the amounts paid by the Client for the Software License during the last 12 months prior to sending an official notice to D-SIGHT. The foregoing limitations shall not apply in the event of a breach by a Party of its confidentiality obligations or in the event of an action brought by a third party against the Client on the basis of a breach by D-SIGHT of its intellectual property obligations.

3. Verification and Responsibility for Results

The Client acknowledges that the Software is not necessarily complete or free of error and that the Client is cautioned and expected to verify any results or work product obtained through use of the Software or Services. D-SIGHT will not have any liability for any representation, warranty or condition, express or implied, with respect to any products, technology or services offered, sold, licensed or provided to others, directly or indirectly by the Client (including any of Client’s employees, agents, representatives, employer, and contractors).

4. No Hazardous Use

The Software and the Services are not intended for, and the access grant does not include, and the Client will not use any of the Software or Services for any application that is of a hazardous nature or that has the potential of injury to or death of persons.

5. Other Limitations

The warranties made by D-SIGHT in this Agreement, and the obligations of D-SIGHT under this Agreement, run only to the Client and not to any other persons. Under no circumstances shall any other person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. The Client shall have no rights or remedies against D-SIGHT except as specifically provided in this Agreement. D-SIGHT shall not be deemed the Client’s official record keeper for regulatory or other purposes and shall have no obligation to retain any records or data on the Client’s behalf.

6. Third Party Licensors and Providers.

The limitations, disclaimers and protections of Section 5 may be extended by D-SIGHT to any third party who (sub)licenses or provides to D-SIGHT any software, data, services, products, or intellectual property relevant to the Software, Services or this Agreement.

7. Third Party Websites, Services, Etc.

The Software or its use or the Services may enable or invite links to the websites of third parties or the use of third-party content, data, services, or products. D-SIGHT doesn’t make any warranty, express or implied, concerning such third-party websites or third-party content, data, services, or products, or third-party privacy or use policies or practices, and they are accessed, used and relied upon at the sole risk of the Client. Such third-party websites, content, data, services and products may be governed by, or conditioned on, third party agreements (e.g., terms of use, license agreements, service agreements, “clickwrap” agreements, etc.) between the third-party and the Client. D-SIGHT will not have any liability or obligation relating to any such third party or any third party websites or third party content, services, data, or products, or third party privacy or use policies or practices, or third party agreements, even if such third party content and/or data are stored on or served from D-SIGHT Computers.

Section 6 – General Provisions

1. Assignment and Successors

This Agreement is not assignable or transferable, except that this Agreement may be assigned or transferred by D-SIGHT to any third party who acquires substantially all of D-SIGHT’s intellectual property in and to the Software.

2. Governing Law and Forum

This Agreement will be governed by the laws of Belgium without giving effect to conflict or choice of law principles. Any dispute in connection with the validity, the interpretation or the execution of this Agreement, which cannot be resolved by mutual agreement, shall be submitted to the “tribunal de l’entreprise francophone” of Brussels. The language of procedure shall be French.

3. Issues and Problems – Serious breaches

Issues and questions concerning the Software and Services should, in the first instance, be directed to D-SIGHT. The Client shall therefore promptly notify D-SIGHT of any issues and questions concerning the Services, their execution or their quality. The Client’s notification must be in writing and shall detail the nature of the issues or the questions, the eventual consequences and/or damages and the proposed remedies or solutions. D-SIGHT shall use its reasonable endeavors to examine this notification, to propose remedies and to resolve, in collaboration with the Client, the matter as soon as reasonably practicable. the Parties may, in particular, modify the schedule for the execution of the Services, allocate additional resources for the execution of the Services, hire a third party to carry out specific services.

The Parties undertake, in any event, to maintain the balance (financial, material or other) as it results from the current provisions of the Agreement and to look after their respective interests in their search for solutions and remedies.

In the event of any claim, dispute, action, writ or summons by a third party arising out of a breach of this Agreement, Purchaser and Supplier agree to provide full details to the other party at the earliest reasonable opportunity and shall not settle any such matter without first consulting the other party, and giving that other party the opportunity to take over the defense of any such claim, dispute, action, writ or summons.

4. Force majeure

Neither Party shall be liable for any loss or damage that the Client may suffer because of any: act of God; power cut; power surge; trade or labour dispute or shortage, terrorist attack, illness or pandemic, act, failure or omission of any government or authority; power surge or power loss; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, D-SIGHT reserves the right to cancel or suspend the access to the Software and/or Services without incurring any liability.

The Party affected by the force majeure shall promptly notify the other Party of the force majeure event, the impact and the predictable duration of the force majeure. The Parties undertake to negotiate and apply, in good faith, any mitigating steps and any changes to the agreement.

Either Party may terminate, without notice period, this agreement if the force majeure lasts 60 calendar days.

If D-SIGHT is affected by a force majeure, the Client shall have the right to suspend the payment of the Services suspended during the period of the force majeure.

5. Waiver

Any waiver under this Agreement must be in writing and any waiver of one event will not be construed as a waiver of subsequent events

6. Construction

This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict construction will apply against or in favor of either Party.

7. Relationship

There is no employment relationship between the Parties. Neither Party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other Party. Neither Party will make any representation to a third party inconsistent with this Section 6.

8. Entire Agreement

This Agreement: (i) represents the entire agreement between the Parties relating to the subject matter of this Agreement, (ii) supersedes all prior agreements, understandings, representations and warranties applicable to the subject matter of this Agreement, and (iii) may only be amended, canceled or rescinded by a writing signed by both Parties. Any terms or conditions of any purchase order or other document submitted by the Client in connection with this Agreement or any Software or Services, which are in addition to, different from or inconsistent with the terms and conditions of this Agreement are not binding on D-SIGHT and are ineffective.

Section 7 – Commercial Versions

1. Trial Version

When applicable, a Free Trial of the Software is available as a SaaS solution for a limited period of time. The Free Trial starts when the account is created and ends fourteen (14) days later. There is a limit of one Free Trial per Client. At the ends of the Free Trial, Client has to migrate its account to the Commercial Version of the Software to be able to continue using it. Due to restrictions in Commercial Version, downgrading the Client account may cause the loss of content, features, or capacity of the Client account. D-SIGHT does not accept any liability for such loss.

2. Commercial Versions

The Commercial Versions of the Software have limits in terms of users and / or projects and / or portfolios.
D-SIGHT reserves the right to change the subscription fee of any Commercial Version, however previous plans will remain in effect unless otherwise stated.

Section 8 – Termination

1. Violation

The right to use the Software and the Services terminates at the end of the term of this agreement and earlier if the Client violates the Terms and Conditions as defined in this document. D-SIGHT reserves the right at its sole discretion, to terminate the Client access to all or part of the Services, in the event that the Client breaches this Agreement, with a notice period of 1 month.

D-SIGHT and the clients have the rights to terminate this agreement if it is shown that one of the Parties has seriously failed to fulfil its obligations under the contract. Termination of the contract may only occur as a last resort. The following are considered as serious failure: any failure to comply with one of the obligations that may be considered as gross negligence or willful misconduct, any failure to comply with a legal obligation that is sanctioned criminally or administratively.

In that event, where a Party can demonstrate that the issues are due to a serious failure of the other Party to meet its obligations under the Agreement, that first Party shall send a formal notice detailing such failure and the eventual consequences and/or damages and the proposed remedies or solutions. In the event that the other Party fails to remedy these failures within 15 calendar days as from the receipt of the Client’s notice, the first Party may immediately terminate the contract.

2. Cancellation

The Client is solely responsible for properly canceling its account. This can be done at any time confirming to the instructions available on the account’s user interface.

3. Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We might provide you, at our sole discretion, prior notice of such termination and backup of your data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered as inactive

4. Data Access

Upon termination, all content (users, projects, …) under the Client’s account will be deleted from D-SIGHT’s servers at the end of the current determined period, mentioned in the addenda. The Client will be able to export all data in the platform at any given moment, including upon termination of the contract. This data cannot be recovered once the account is deleted.