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sluitThis End User License Agreement ("Agreement") is a binding agreement between Client, you ("End User" or "you") and Trivix, registered under company number 0770.772.490, at Beneluxlaan 1 box A, 8500 Kortrijk, Belgium ("Trivix," "we," or "us"). This Agreement governs use of the Trivix platform, which offers services to manage and automate the design and technical development of building projects (the "Platform").
IMPORTANT NOTICE: BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE PLATFORM.
1.1 Platform: The Trivix platform and all associated features and services to manage and automate the design and technical development of building projects.
1.2 Materials: any data, input and information as uploaded by Client / End User into the Platform
1.3 Output: Any reports, estimates, or other data generated by the Platform.
1.4 Client: The entity or individual with a contractual relationship with Trivix, authorizing specific End Users to use the Platform.
1.5 Data Protection Laws: (a) Regulation (EU) 2016 of the European Parliament and of the Council from 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 and the repeal of Directive 95/46/EC (“GDPR”), (b) the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, (c) all other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable;
1.6 Intellectual property rights: Includes copyrights, trademarks, trade secrets, database rights, and all related intellectual property rights in the Platform.
2.1 License grant: Subject to compliance with this Agreement, Trivix grants a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform solely for internal business purposes. The Platform and Outputs may not be shared outside the Client’s authorized End Users.
2.2 Modifications to the Platform: Trivix reserves the right to modify or terminate certain functionalities of the Platform. Trivix will make reasonable efforts to notify End Users of significant changes in advance. If such modifications materially affect the End User’s experience or usage of the Platform, the End User is encouraged to contact Trivix to discuss any concerns or potential adjustments to their usage.
2.3 Third-party components: If the Platform includes third-party services or integrations, End Users must comply with their terms, which may supersede sections of this Agreement.
3.1 Authorized use: The Platform is to be used only for managing and automating the design and technical development of building projects. All actions taken within the Platform must comply with applicable laws and contractual obligations.
3.2 Risks inherent to the internet: Use of the Platform implies awareness and acceptance of the characteristics and limitations inherent to the internet, including technologies related to technical performance, the risk of interruption, and, more generally, the risks associated with data transmission over the internet. As a result, Trivix can under no circumstances be held liable for the following occurrences (non-limitative and non-exhaustive list):
• Information available on the Platform that was not placed by Trivix, including but not limited to Materials;
• Loss of data, output, or Materials, for which the End User / Client is solely responsible for making backups.
• Any consequences of a computer virus, bug (software error), anomaly, or malfunction;
• Any damage to the End User’s computer, for any reason whatsoever.
3.3 Professional competency: The End User confirms that he has the necessary expertise to generate, interpret and validate the Outputs and understands that the Platform is solely intended for professionals with sufficient industry knowledge.
3.4 End User data compliance: The End User may only upload or share data on or with the Platform that:
•Does not infringe upon any Intellectual property rights of a third party;
•Does not violate the portrait rights of any third party, including but not limited to the rights mentioned in Article XI.174 of the Code of Economic Law;
•Is processed in compliance with applicable Data Protection Laws;
•Does not violate the privacy rights of any third party; and
•Does not breach any contractual obligations, including but not limited to confidentiality obligations.
The End User and Client are solely responsible for ensuring that all data shared on or with the Platform complies with the above requirements and that the sharing of such data does not result in any liability for Trivix.
3.5 Verification obligations: Outputs from the Platform are intended as an aid, not a substitute for independent judgment. The End User is responsible for the entire process of generation of the Outputs, as well as verifying the accuracy and appropriateness of all Outputs for the envisioned purposes. Trivix assumes no liability for the accuracy, completeness, or reliability of any Outputs generated by the Platform, and the End User accepts all responsibility for decisions made based on these Outputs.
3.6 Security: To protect the Platform, it is the Client’s responsibility to ensure:
a) that access is granted only internally;
b) that login credentials are protected and secured;
c) that the Platform is used only in combination with appropriate hardware;
d) that the used hardware includes necessary security measures (e.g., antivirus software, firewalls, etc.);
Client / End Users shall not:
a) Copy, modify, distribute, or sublicense the Platform without written consent from Trivix.
b) Use the Platform for any unlawful purpose, spam distribution, or activities infringing third party rights.
c) Attempt to reverse engineer, decompile, or otherwise alter the Platform or its components, except where lawfully permitted.
d) Circumvent any security measures protecting the Platform, including sharing login credentials with unauthorized parties.
e) logging into or using a server or account the Client / End User is not authorized to access;
f) using tools designed to bypass or break security measures, or introducing/using tools designed to generate excessive requests (e.g., (distributed) denial-of-service attacks) with the aim of crashing the software.
5.1 All rights, title, and interest in and to the Platform as well as Outputs, including any improvements or modifications, remain with Trivix or its licensors. No intellectual property rights transfer to the End User, except for the limited license granted in this Agreement.
5.2 Trivix is entitled to use and store the Materials for the purpose of hosting, delivering, supporting, and maintaining the Platform. The Client and End User furthermore explicitly accepts that the Materials, as well as the input variables and the resulting documentation (including but not limited to specifications, bills of quantities, and estimates), may, where applicable and subject to the applicable data protection legislation, be anonymized and freely used by Trivix without any restriction, even after termination of this Agreement. Such use may include further development of the Platform, as well as the provision of (future) services — whether or not based on the Platform — to the Client or to third parties.
6.1 Support services: Unless explicitly agreed otherwise, Trivix has no obligation to provide support, training, or technical assistance. If support is provided, it will be limited to the maintenance and operational troubleshooting of the Platform.
6.2 Service interruptions: Trivix may perform scheduled maintenance on the Platform, which may temporarily interrupt service. Trivix shall endeavor to provide notice for planned downtimes but is not liable for any disruptions or unavailability.
7.1 No warranty for compatibility: Trivix does not guarantee that the Platform will be compatible with all hardware or software systems. The Platform may not work as intended if used with unsupported or non-standard configurations. The End User / Client shall bear sole responsibility for any upgrades to hardware and/or software infrastructure that may be required for the (optimal) use of the Platform. Trivix cannot be held liable in this regard, even if Client / End User would have informed Trivix of their existing infrastructure and available systems.
7.2 Warranty disclaimer: The Platform, including potential manuals and user documentation, if any, is provided "as is" without warranty of any kind, either express or implied, including but not limited to any warranties of fitness for a particular purpose, merchantability, non-infringement, or performance. Trivix does not warrant that the Platform will be uninterrupted or error-free. Client / End User is aware of the current “as is” state of the Platform, having (had) the ability to test before acquiring actual (paid) licenses. Any non-compliance or other issues concerning the Platform is to be complained about by Client within a period of two weeks as of the provision by Trivix of login data, failing which it shall be deemed accepted.
7.3 End User / Client responsibility: The End User / Client acknowledges and accepts that he is fully responsible for the accuracy, quality, and reliability of any Outputs generated by the Platform and for verifying all data accordingly. Trivix can not be held liable in any way in this regard.
8.1 Confidential information: Parties agree to keep confidential any proprietary information received under this Agreement, including but not limited to trade secrets, technical data, and business information.
8.2 Non-disclosure: Confidential information may not be disclosed to any third party except as required by law or as necessary for the performance of this Agreement. End Users / Client agree to take reasonable measures to prevent unauthorized access to or disclosure of Confidential Information.
8.3 Duration of obligation: The confidentiality obligations under this section survive the termination of this Agreement and remain in effect for five (5) years following termination.
9.1 Compliance with Data Protection Laws: Trivix processes personal data in compliance with the applicable Data Protection Laws.
9.2 Role of Trivix: Trivix acts as a data processor for Client data, processing only as directed by the Client and necessary to deliver the services outlined in this Agreement.
9.3 End User responsibilities: End Users shall not upload or process personal data in the Platform except in compliance with applicable data protection laws and Client policies.
9.4 Data security: Trivix employs industry-standard security measures to protect personal data within the Platform but disclaims liability for unauthorized access caused by End User negligence or factors outside Trivix’s control.
10.1 Best efforts obligation: Unless expressly agreed otherwise, the obligations of Trivix under this Agreement are best-efforts obligations with the explicit exclusion of supervision or monitoring of projects and/or correct/proper use. Trivix will exercise reasonable skill and care in providing the Platform services but does not guarantee any specific results.
10.2 Limitation of liability: Except in cases of intent, and to the maximum extent permitted by applicable law, Trivix's liability, whether contractual or non-contractual, is limited to the total fees paid by the Client (on behalf of the End User) for the use of the Platform in the twelve (12) months preceding the event giving rise to the claim, in any event, to a maximum of 15.000,00 EUR. Subject to provision 10.3 of this Agreement, this liability limit covers all direct and indirect damages, costs, and expenses. Where Trivix's liability is insured and the insurance policy provides a higher indemnity, the maximum liability shall be capped at the amounts effectively covered by the insurer, without any obligation for Trivix to maintain insurance coverage.
10.3 Exclusion of certain damages: Clients and End Users may only claim compensation for damages resulting from intent, gross negligence, or, unless in cases of force majeure, from Trivix’s failure to fulfill essential obligations under this Agreement. Under no circumstances shall Trivix be liable for indirect, incidental, or consequential damages, including but not limited to lost profits, data loss, missed savings, loss of goodwill, or damages due to business interruptions.
10.4 Exemption from liability for intellectual property infringement claims: Trivix shall not be liable for intellectual property infringement claims arising from:
a) The End User’s use of an altered or outdated version of the Platform or its components if the infringement could have been avoided by using the latest, unaltered version provided by Trivix;
b) Information, designs, specifications, instructions, software, data, or other materials provided by the End User / Client or a third party rather than Trivix.
10.5 Limited liability for third-party contributions: If damages are partly caused by third parties, Trivix shall only be liable for the damages directly caused by Trivix’s own gross negligence or intentional acts and shall not be jointly or severally liable with any third parties.
10.6 Force majeure: Trivix is not liable for any delays or failures in the performance of its obligations due to force majeure or other events beyond its reasonable control. Force majeure includes, but is not limited to, events such as war, civil war, strikes, natural disasters, pandemics, fire, technical failures, data breaches, hacking, government-imposed restrictions, and supply chain disruptions. In such cases, Trivix reserves the right to suspend, limit, or terminate its obligations in whole or in part, without any obligation to provide compensation.
10.7 Expiration of claims: Any claim against Trivix must be promptly brought to court, or it will be deemed forfeited. All claims against Trivix expire if not legally pursued within two years from the time the circumstance giving rise to the claim was or could reasonably have been discovered.
10.8 Indemnification: The End User or the Client that authorized the End User to use the Platform shall indemnify and hold harmless Trivix for any third-party claims arising out of or in connection with the End User’s use of the Platform, except where such claims directly result from Trivix’s own intent or gross negligence.
10.9 Exclusive recourse against Trivix: The End User agrees to exercise any rights of recourse arising from or in connection with this Agreement solely against Trivix and not against any of its directors, employees, or agents.
11.1 Legal obligations: Client / End User acknowledges that Trivix could have certain legal obligations regarding liability for unlawful activities or data processed or transmitted via the Platform. Parties agree that if Trivix becomes aware of any unlawful activities or information managed by Client / End User on the Platform, Trivix may take the measures described below.
11.2 Request for immediate removal: Trivix may, though is not obligated to, upon knowledge of potentially unlawful data or activities as outlined in section 11.1, request Client / End User to immediately remove any data or activities that are effectively or potentially unlawful. Client / End User understands that Trivix is under no obligation to issue such a warning and may, at its sole discretion, take the measures described in section 11.3 at any time and regardless of the nature or severity of the violation.
11.3 Immediate suspension or removal: Whether or not a warning has been issued under section 11.2, Trivix reserves the right, upon knowledge as specified in section 11.1, to immediately suspend or remove access to any potentially or effectively unlawful data or activities, without prior notice and based on Trivix's own judgment.
11.4 Additional legal and contractual remedies: Trivix’s adherence to the procedures in sections 11.2 and 11.3 does not limit its right to take other legal and/or contractual actions against Client / End User, including but not limited to the immediate termination of the right to use the Platform.
11.5 No general obligation to monitor: Trivix has no general obligation to monitor the data it processes, nor is it required to actively seek data that may indicate unlawful activities or the provision of illegal information or files.
11.6 No obligation to pre-assess claims: Trivix is not required, upon any findings under section 11.1, to assess the validity of third-party claims or Client / End User’s defense before taking action.
11.7 Limitation of liability: Taking the measures described in this section 11 shall not, under any circumstances, create liability for Trivix, even if Client / End User has previously provided a reasoned position that is later confirmed.
End Users and Client shall indemnify and hold harmless Trivix, its affiliates, and agents from any claims, damages, liabilities, and expenses arising from:
a) Any breach of this Agreement by End Users,
b) Misuse of the Platform, or
c) Violations of third-party rights.
13.1 Duration: The license granted under this Agreement will terminate (i) automatically upon the end of the Client’s contract, notwithstanding the applicability of the general conditions of Trivix (including article 8), or (ii) if Trivix revokes the End User’s authorization to use the Platform.
13.2 Termination for breach: Trivix reserves the right to terminate this Agreement or suspend access to the Platform if the End User breaches any term herein.
13.3 Consequences of termination: Upon termination, End Users must cease all Platform use and delete any Outputs. Trivix may delete all End User data from its systems following termination.
This Agreement is governed by Belgian law. Any disputes shall be subject to the exclusive jurisdiction of the courts of the registered office of Trivix.
15.1 Entire agreement: This Agreement, together with the agreed upon (commercial) offer and general conditions of Trivix, constitute the entire agreement between Trivix and Client / End User regarding Platform use.
15.2 Compliance: The Client warrants and undertakes that each End User shall be aware of and comply with the terms of this Agreement as well as the agreed upon (commercial) offer and general conditions of Trivix. Any breach thereof by any End User shall be deemed a direct breach by the Client, for which the Client shall be fully liable.
15.3 Modification of terms: Trivix may amend this Agreement, with changes communicated to End Users. Continued use of the Platform signifies acceptance of revised terms.
15.4 Severability: If any provision or part of a provision of this Agreement becomes null, illegal, invalid or unenforceable, the other provisions of these Agreement will stay into effect and their validity shall not be affected. The Parties will negotiate in good faith to remedy the nullity, illegality, invalidity or unenforceability of the provision by replacing the provision with a legal, valid or unenforceable provision with the same, or largely the same, impact and meaning as the original provision.
15.5 Waiver: The failure or neglect of a party to enforce any rights or impose any sanctions under this Agreement will not be deemed to be a waiver of that party’s rights. A waiver is only effective if given in writing by the party waiving its rights. Such waiver can never be interpreted as a waiver of any other right or claim under this Agreement.
15.6 Cumulativity of rights and remedies: Except as expressly provided elsewhere in this Agreement, each party’s legal rights and remedies provided in this Agreement are cumulative and in addition to, not exclusive of or in substitution of any other legal rights and remedies available to the parties. Each party may pursue cumulative remedies.