License Agreement
Please read this License Agreement carefully before using, accessing, downloading, installing or otherwise operating any of the Products.
By using, accessing, downloading or otherwise operating any of the products, Licensee constitutes an unconditional agreement to be bound by this License Agreement.
IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENSE AGREEMENT, YOU ARE PROHIBITED FROM USING ANY OF THE PRODUCTS.
1. DEFINITIONS
Agreement means this License Agreement and all schedules, appendixes and related documentations provided to Licensee.
Billing Information means the information required for billing the usage of the Products. This includes, but is not limited to the Licensee’s name, address, e-mail address, telephone number and in case Licensee transacts business with Licensor, financial information such as a valid credit or debit card or other payment details.
Confidential Information means any information of a non-public, confidential or proprietary nature, whether of commercial, financial or technical nature, customer-, supplier, product or production-related or otherwise, including samples, information relating to, specifications, the Product, patent applications, process designs, process models, materials and ideas, disclosed by the Licensor to the Licensee.
Control means the power, factual or by law, to exercise a decisive influence on the designation of the majority of the directors of a company, or on its management. Notably, there is legal control when it results from the possession of the majority of the voting rights linked to the shares of the controlled company.
Effective Date means the commencement date of the Agreement and is set to the date of the registration for the Use of any of the Products.
End Date means the expiration date of each Term starting from the Effective Date.
Intellectual Property Rights means any intellectual property and proprietary rights, including, but not limited to, copyrights, moral rights, works of authorship, trade and service marks, trade names, rights in logos and get-up, inventions and discoveries, Confidential Information, trade secrets and Know-How, registered designs, design rights, patents, utility models, all rights of whatsoever nature in computer software and data, source code, database rights all intangible rights and privileges of nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world.
Know-How means any information relating to commercial, scientific and technical matters, inventions and trade secrets, including but not limited to any patentable technical or other information which is not in the public domain including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, reports and data analyses.
License has the same meaning as Agreement.
License Agreement has the same meaning as Agreement.
License Fee means the amount payable to Licensor required for Use of the Products.
Licensee means you and any entity on whose behalf you Use the Products.
Licensor means Ventory BV, Excelsiorlaan 8, 1930 Zaventem, Belgium, VAT Nr. BE1001714644 and its successors and assignees.
Third Party Software means open source software and other third-party software used with the Product but not branded or developed by Licensor.
Parties means both Licensee and Licensor.
Party means Licensee or Licensor individually.
Payment Provider means a third-party payment platform made available to Licensee. Currently, Licensor is using Stripe Payments Pty Ltd ACN 160 180 343 as a third-party service provider for Payment Services via https://stripe.com/docs/connect/updating-accounts#tos-acceptance.
Stripe Account means an online payment profile created and registered with the Payment Provider for and on behalf of Licensee in order for Licensee to provide the Payment Services.
Payment Services means the internet-based payment processing services provided by the Payment Provider, acting as a payment facilitator and/or escrow agent for the collection and payment of the License Fee under this Agreement.
Products means the Ventory software application as published for use and/or download under https://app.ventory.io/, https://ventory.io or any other application platform, such as Apple Store or Google Play and all related services offered by Licensor.
Purpose means using or installing the Products in order use a warehouse and stock management system.
Taxes means any value added tax (VAT), sales tax, income tax, consumption tax or any other similar tax, duty, fee, levy or other governmental charge, customs duties and other levies.
Term means the Trial Period and any extended period of subscription in accordance with this Agreement.
Trial Period means the first one (1) month after the Effective Date.
Ventory means a field inventory management software comprised of a) web app; b) mobile app on Google Play and Apple Store; c) API integration, including any related software, source and object code, deliverables, technology and related resources and relevant documentation provided and/or created, made available or developed by Licensor to Licensee in connection with this Agreement.
Use means using, accessing, downloading, installing or otherwise operating the Product subject to clause titled “LICENSE” and in connection with the Purpose of this Agreement and its terms and conditions.
Updates means all updates, modifications and releases of new versions of Product containing improvements, corrections, minor modifications, bug fixes, patches, or the like that have been publicly announced by the Licensor on its website.
Upgrades shall mean all modifications, new features, enhancements, releases of new versions of Product and similar developments of it which have not been announced already as Updates by Licensor on its website. Such Upgrades may be subject to additional charge and require a separate agreement by the Parties and/or are specifically designed for or requested by Licensee.
2. GRANT OF LICENSE
2.1 License
The Licensor grants to the Licensee, and the Licensee accepts from the Licensor for the Term and subject to the conditions of this Agreement, a non-exclusive, non-transferable, worldwide and non-assignable right and License to Use the Products in connection with the Purpose.
Except as specifically set forth herein or as agreed by the Licensor in writing, Licensee shall not disclose, rent out, hire, distribute, relicense, sell, lease, transfer, encumber, assign or make available to third parties or for public use the Products. Any attempt to take any such actions is void and will automatically terminate Licensee’s rights under this Agreement. For the avoidance of doubt, the Licenses granted under clause titled “LICENSE” shall not include any modifications or Upgrades of any kind to Products made by the Licensor after the Effective Date except for the Updates that have been made publicly available to the Licensee.
2.2 Reverse Engineering and Modifications
Unless agreed by Parties in writing or if the enforcement of this provision is prohibited by applicable law, Licensee shall not under any circumstances attempt, or knowingly cause or permit others to attempt to modify, adapt, port, merge, decompile, disassemble, reverse engineer, decipher, decrypt or otherwise discover the source code or any other parts of the mechanisms and algorithms used by Product nor remove restrictions or create derivative works of Product or of any part of Product. The Licensee may not alter, modify, adapt, port or merge Product or any part thereof.
2.3 Ownership
The Licensee recognizes that all rights, title and interests in and to any and all worldwide Intellectual Property Rights related to the Product shall remain the property of Licensor or its suppliers. Unless otherwise agreed upon between the Parties, any Intellectual Property Rights in any Updates, Upgrades, enhancements, customization, modifications, inventions, developments, improvements thereof of any kind to, in, or that otherwise relate to the Product, including any derivative work or results of services during, before or after the Term of this Agreement, either specific to Licensee, its customer or in general in connection with this Agreement or arising out of the business relationship between the Parties shall solely and exclusively belong to or be transferred to Licensor through assignment, entitlement or otherwise, including the entire right, title and interest. For this purpose, Licensor shall also have the right to file and prosecute at its own expenses any patent application on the same above, in any country, region or jurisdiction in the world in its own name or on behalf of Licensee, as the case may be. Licensee shall not have the right to claim and will not undertake or try to obtain, register or apply for any Intellectual Property Rights or other rights in or to the Product anywhere in the world. Licensee shall not do anything that might misrepresent, change or otherwise compromises the ownership or proprietary rights of Licensor or its suppliers under this Agreement. Licensee shall not take any actions that would amount to an exhaustion of Licensor’s or its suppliers Intellectual Property Rights. The Product may contain the Product logo and copyright notice. It is prohibited to remove or modify the copyright notice and Product logo.
3. PAYMENT
3.1 License Fee
By subscribing to the Ventory platform, the Customer commits to a fixed one-year (12-month) subscription term, starting from the effective date of the agreement.
The full annual subscription fee must be paid upfront, prior to the start of the subscription term. Access will only be granted once payment is received in full.
All payments made under this agreement are non-refundable, even if the Customer discontinues use during the subscription period.
The Licensee is prohibited from using the Products if the License Fees due have not been paid and Licensor reserves the right to immediately suspend, terminate, block and/or blacklist the Use of the Product under this Agreement.
3.2 Changes
During the Term the License Fee may be subject to change by Licensor provided Licensor has given to Licensee a prior written notice of at least one (1) month. In case of an increase of the License Fee by more than ten (10) percent, Licensee may terminate this Agreement with the effective date of such change.
All License Fees paid for the usage of the Product are non-refundable except as otherwise provided in this Agreement.
3.3 Taxes
Licensee shall be responsible to pay all Taxes or levies due in connection with the License Fee and Licensee’s Use of the Products.
3.4 Payment Term
In case the Use of the Product is subject to payment by Licensee in accordance with this Agreement, the Licensee Fee shall become immediately due and must be issued prior the User of the Product for the following Term subscription in advance. Payment must be executed in accordance with the clause titled “PAYMENT PROVIDER” and “PAYMENT DETAILS”.
3.5 Invoices
In order to Use the Product, Licensee must provide Licensor with accurate and complete Billing Information. Invoices related to the License will be sent in PDF format to the email address as provided by Licensee during its registration process for using the Product. Licensor will issue each Invoice on a monthly or annual basis, as subscribed by the Licensee, either, after each successful payment transaction or when the payment for the applicable payment transaction has become due.
For the purpose of billing and invoicing, Licensee shall provide to Licensor its payment details in accordance with clause titled “PAYMENT DETAILS” under this Agreement, either during the first registration or at the latest upon notification by Licensor when the usage of the Product becomes chargeable under this Agreement.
3.6 Non-Payment
The Licensee is prohibited from using the Products if the License Fee due has not been paid.
In case of (partial) non-payment of an invoice at its expiration date:
any other non-expired debt of the Licensee will become due automatically without prior notice; the Licensor is entitled to immediately suspend the License and Use without prior notice; the amount due will automatically and without prior notice be increased with ten (10) % interest per year; and a lump-sum compensation in the amount of ten (10) % of the unpaid or overdue paid invoice amounts will be due, as well as other applicable legal and extra-legal recovery expenses, protest and legal costs.
3.7 Payment Provider
All payments due under this Agreement will be executed by using a Payment Provider. Licensor assists in processing payment of the License Fees by using a Payment Provider for payments under this Agreement. For such purpose, the Product may contain links to third-party websites, terms and conditions, resources which may be subject to different terms and conditions and privacy practices or policies. Such links are not an endorsement by Licensor of such Payment Services.
By registering for the Use of the Product Licensee agrees (a) that Licensor and Payment Provider are independent entities and do not have any partnership, agency, or employment relationship; and (b) that the Payment Services are subject to all applicable terms and conditions of the Payment Provider as published on its website, including but not limited to, the service agreement under https://stripe.com/be/ssa the end user terms under https://stripe.com/be/connect-account/legal and https://stripe.com/be/connect/legal, the Stripe payment terms https://stripe.com/payment-terms/legal and https://stripe.com/sepa-direct-debit/legal and the Stripe’s privacy policy which are located at https://stripe.com/be/privacy, whereby such terms and conditions apply between Licensee and the Payment Provider directly.
Additionally, Licensee is also solely responsible to the Payment Provider for all transactions and charges, disputes, refunds, claims, fines, or use of the Payment Services and any penalties or fines imposed by any bank, money services business, payment network, or other financial intermediary resulting from Licensee’s use of Payment Services in a manner not permitted by this Agreement and the terms and conditions of the Payment provider.
By registering for the Use of the Product, Licensee consents and authorizes Licensor and the Payment Provider to: (a) share and disclose with one another any information, payment details and payments instructions that Licensee provides when Using the Product for the purpose of the Payment Services; (b) connect Licensee’s account through the Product with the Payment Provider’s Stripe Account or any other account created by or for Licensee and, to the extent required to complete Licensee’s transactions, with any third party service provider for the purpose of the Payment Services.
Additionally for the purpose of the Payment Services, by registering for the Use of the Product, Licensee authorizes, and agrees to allow Licensor and the Payment Provider to collect, use, retain, and disclose any information that Licensee provides to Licensor or the Service Provider, including information that Licensor or the Payment Provider may collect directly using cookies or other similar means.
Licensee acknowledges that it is solely responsible for any information or data provided by Licensee directly to Licensor or the Payment Provider or as part of the standard registration process with the Product or otherwise for the purpose of the Payment Services.
Licensor is not responsible or liable for the availability or accuracy of such Payment Services, or the content, products, or services available from such Payment Provider, or any fraud or other crime facilitated thereby.
In no event shall Licensor be liable to Licensee for any actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise of any kind whatsoever, arising out or relating to their respective use of, or in ability to use, the Payment Services, regardless of the legal theory under which such losses are sought.
Licensor takes no responsibility and assumes no liability for any action, inaction, omission or negligence of the Payment Provider in connection with the Payment Services.
Due to the nature of the internet, user verification on the internet is difficult. Licensor does not assume any responsibility for the confirmation of Licensee’s identity, qualification and/or experience. Notwithstanding the above, for transparency and fraud prevention purposes to the extent as permitted by applicable laws, Licensor may request Licensee to provide proof of its identity or obtain information about Licensee from third party databases in Licensee’s jurisdiction.
3.8 Payment Details
Licensee shall pay by credit card, or as otherwise agreed by the Parties in writing. Licensor advises to use credit card payment for all current and future payments under this Agreement in order to guarantee an uninterrupted Use of the Product. However, SEPA direct debit option is available in all EU Member States, Norway, Iceland, Liechtenstein, Switzerland, Monaco, San Marino, and Andorra. Licensee chooses to pay by SEPA direct debit through providing its IBAN account number via the Product or otherwise.
By providing the credit card details, IBAN account number or any other payment details, Licensee is authorizing Payment Provider, to send instructions to Licensee’s bank and/or credit card provider to debit or credit Licensee’s bank account in accordance with those instructions.
Licensee may provide such payment details for all current and future payments either during the registration process for the Use of the Product or at any time later when using the account. In this case, Licensee acknowledges that all amounts due under this Agreement will be deducted automatically from its credit card and/or bank account in accordance with the Licensor’s payment terms without any further action and separate authorization of Licensee, unless otherwise agreed upon between the Parties.
In case Licensee decided not to provide its payment details for all current and future payments due under this Agreement, Licensor will provide an email with a payment request by credit card each month when a payment is due under this Agreement. Licensee shall execute each credit card payment within seven (7) days after receipt of Licensor’s payment request.
For the avoidance of doubt, Licensee’s payment details are provided directly to the Payment Provider via the Product and will be linked to Licensee’s Stripe Account. At no time will such payment details be saved, stored with the Product itself or used otherwise by Licensor.
4. ACCOUNT INFORMATION
Before Using the Product, Licensee must create a username and password as well as provide accurate contact and other information, such as email address, telephone number and name, credit card or other payment details (together “Account Information”). Licensee is strictly prohibited from: (i) using false Account Information, , (ii) using such information owned or controlled by another person with the intent to impersonate that person, or (iii) providing such information subject to any rights of a person other than Licensee without appropriate authorization. Licensor reserves the right to refuse registration or cancel any account that it reasonably believes is in violation of the foregoing. Licensee shall be responsible for maintaining the confidentiality of its password and is liable for all activities that occur on its account. Licensee agrees to immediately notify the Licensor of any unauthorized use of Licensee’s Account Information or other breach of security. To the extent required under this Agreement, Licensee authorizes Licensor to save and use such Account Information as provided by Licensee with the Product.
5. SUPPORT
The Licensor has no obligation under this Agreement to provide any maintenance, integration support, support or training to Licensee. Such services may be purchased by Licensee separately and subject to additional service fees.
General documentation regarding the minimal technical requirements, the suitability, the integration, the features and compatibility of the Products will be made available on the Product website www.ventory.io.
6. UPGRADES AND UPDATES
The Licensor has no obligation whatsoever under this Agreement to Upgrade, modify or release new versions of the Products.
The Licensee shall only be entitled to Updates of the Products that have been made publicly available by the Licensor.
7. STATISTICS
For statistics and invoicing purposes, Licensor will have at all times the right to track the Use of the Products. Licensor may use the gathered information to deliver the Products, manage the Licensee’s account, provide customer support, perform research and analysis about Licensee’s Use, enforce the Agreement and perform functions otherwise described to Licensee at the time of collection.
Licensee grants Licensor a limited, royalty-free, worldwide license to use the information collected by the tracking and reporting functionality to facilitate the operation of Products, ensure compliance and for its internal business purposes.
8. MARKETING AND USE OF NAME
The Licensor may refer to the Licensee’s name, trademarks, service marks, logos, and/or branding as well as the existence of the License in (i) marketing and publicity materials as an indication of its experience, and (ii) internal data systems.
The Licensee may not use the Licensor’s trademarks, service marks, logos, and/or branding in any external publicity material without the Licensor’s prior written consent.
9. WARRANTIES
9.1 Specifications
The Licensor warrants that paid Use of the Products are in accordance with the minimum technical requirements provided by the Licensor to the Licensee.
The licensor does not provide any guarantee, express or implied, as to quality, suitability, features, compatibility of the products other than as mentioned in the general documentation. In the event a claim of the licensee is considered valid by the licensor, the sole recourse consists of a repair or a replacement of the relevant software element, library or sdk.
9.2 As Is
Except to the extent as specified in the preceding clause titled “specifications”, any product (be it free of charge or paid) and its use is provided “as is”, without warranty of any kind, express or implied, statutory or otherwise, including, but not limited to the product’s accuracy, title, merchantability, fitness for a particular purpose or non-infringement. Licensor does not warrant the correction of all defects or any error-free or uninterrupted operation of the product. The licensor does not provide any warranty as to quality, suitability, features, compatibility of the product other than as mentioned in such general product documentation. This agreement does not provide any representation or warranty or liability as to any third-party software.
9.3 Third Parties
The Licensor will not indemnify nor hold harmless the Licensee against any infringements of any rights of third parties.
Licensor shall have no obligation for payment of royalties or any other compensation to Licensee or third parties, if any, with respect to the Use of the Product by Licensee or its customers, clients, viewers, listeners for playing media content or in connection with third party products and software. The Licensee will be exclusively responsible for payment of royalties to third parties.
10. LIMITATION OF LIABILITY
The licensor’s total aggregate liability to the licensee or to any third party, whether in contract (including under any indemnity or warranty), in tort (including negligence) under a warranty, under statute or otherwise, under orin connection with this agreement shall be limited to the amount of the yearly license fee paid or payable for the term of this agreement.
Not withstanding any other provision of this agreement, the licensor shall not be liable vis-à-vis the licensee or to any third party, whether in contract, in tort (including negligence) under a warranty or indemnity, under statute or otherwise, under or in connection with this agreement for any lost revenue, lost profit, lost data or corrupted data, or indirect or consequential damages, costs of procurement for substitution of products or services, third party software and claims, provided information, wasted management time, loss of use of computer systems and related equipment, computer failure and malfunctions, downtime costs, however caused, arising out of the use of or inability to use the products even if (a) the licensor has been advised of the possibility of such damages, or (b) the damages were foreseeable.
The provisions of this clause titled“limitation of liability” shall not apply to the extent restricted or prevented by mandatory applicable law that cannot be amended or excluded by contractual waiver such as deliberate acts and fraud.
11. CONFIDENTIALITY
11.1 Treatment of Confidential Information
The Licensee agrees and undertakes that for the duration of this Agreement as well as for ten (10) years thereafter, it will keep confidential and will not use for its own purposes nor without the prior written consent of the Licensor divulge to any third party any Confidential Information concerning the Licensor or its activity it has received or obtained in the framework of this Agreement.
11.2 Release from Restrictions
The provisions of the clause titled “CONFIDENTIALITY” shall not apply to any Confidential Information of the Licensor that:
a) at the time the Licensee discloses it to a third party or uses it, is generally known to the public through no fault of the Licensee; or
b) at the time the Licensee uses it or discloses it to a third party, has been made available to the Licensee by a third party having the lawful rights to do so without breaching any such obligation of non-use or confidentiality; or
c) is proven by the Licensee to have been independently developed by the Licensee without making use of the Confidential Information; or
d) the Licensee is required to disclose to comply with applicable laws, or to comply with governmental regulations, provided that the Licensee provides prior written notice of such disclosure to the Licensor and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure and affords the Licensor as much notice as possible of such disclosure to allow the Licensor to do likewise.
11.3 Survival
The clause titled “CONFIDENTIALITY” shall remain in full force and effect notwithstanding any termination of this Agreement.
12. COMMENCEMENT AND TERM
This Agreement shall commence on the Effective Date and shall, subject to the provisions of the clause titled “TERMINATION” continue to be in effect for the Term of the Trial Period. After this first Term, this Agreement will be tacitly renewed for consecutive one (1) year (Terms, as chosen by the Licensee, unless one of the Parties terminates the Agreement in accordance with the clause titled “TERMINATION”.
The subscription will automatically renew for successive one-year periods under the same terms and conditions unless notice is provided.
13. TERMINATION
13.1 Termination
At any time, either Party may terminate this Agreement at the end of each Term by giving a prior written notice to the other Party at least three (3) months prior to the renewal date.
Without prejudice to any other rights to which it may be entitled, either Party may give notice in writing to the other Party terminating this Agreement for cause with immediate effect and without court authorization:
a) if the other Party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within fifteen (15) calendar days of that Party being notified in writing of the breach; in any case, the following (non-exhaustive) list of events will be considered as a material breach:
the Licensee fails to pay the License Fee within the agreed payment terms or fails to provide a valid payment details for such payment; the Licensee uses the Product in contravention with the Purpose; if the Licensee violates any material term of this Agreement; if the Licensor has reasonable basis to believe that Licensee is not abiding by the spirit and the conditions of this Agreement; if the Licensor has a reasonable basis to believe that Licensee is impairing the Licensor’s business;
b) if an order is made or a resolution is passed for the winding up of the other Party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party or if a receiver is appointed of any of the other Party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other Party takes or suffers any similar or analogous action in consequence of debt;
c) in case of a change of Control of the Licensee.
In the event of any termination for cause by the Licensor pursuant to the rules set above, Licensor is under no obligation to provide a refund for the License Fees received from Licensee or apply such fees to future services.
13.2 Effects of Termination
All rights granted to the Licensee under this Agreement shall forthwith terminate and immediately revert to the Licensor. All Use of Products shall immediately be discontinued by Licensee and uninstall, delete and destroy any copies of the Products.
Termination of this Agreement for any reason shall not release any Party hereto from any obligation which, at the time of such termination, has already accrued and become due to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
In case of termination of this Agreement, for any reason whatsoever, all unpaid due License Fees shall become immediately collectible and the Licensor shall be entitled, in addition to any other remedies available to it, to take all necessary steps to collect such amounts, together with all costs, indemnities, compensations, damages, fees and expenses incurred by the Licensor.
14. MISCELLANEOUS PROVISIONS
14.1 Legal Capacity
By accepting this Agreement, Licensee represents and warrants to have the legal capacity and authority to enter into legally binding contracts and this Agreement.
14.2 Independent Contractors
Both Parties are independent contractors under this Agreement. Consequently, nothing in this Agreement is intended or may be construed so as to establish a partnership or joint venture between the Parties and neither Party shall have the authority (actual or apparent) to bind the other Party.
14.3 No Implied Rights
Other than expressly provided for in this Agreement, nothing in this Agreement grants or shall be construed to grant to any Party any right and/or any license to any Intellectual Property Right or application therefore (including but not limited to patent applications or patents) which are held by and/or in the name of the other Party and/or which are controlled by the other Party, or to any Confidential Information received from the other Party.
14.4 Force Majeure
With the exception of payment obligations, neither Party shall be held in breach of its obligations hereunder to the extent only that due performance or observance of such obligation is prevented or delayed by war and other hostilities, civil commotion, accident, trade disputes, epidemics, pandemics, acts or restraints of government imposition or restrictions of imports or exports or any other cause not within the control of the Party concerned.
The Party concerned shall forthwith notify the other Party of the nature and effect of such event and both Parties shall, where the same is practicable, use every reasonable endeavour to minimize such effect and to comply with the respective obligation herein contained as nearly as may be in their original form.
14.5 Indemnification
Licensee agrees to release, defend, at Licensor’s option, indemnify, and hold Licensor and its affiliates and subsidiaries, and their officers, directors, employees, contractors and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Licensee’s breach of these Agreement (ii) Licensee’s negligent or improper use or misuse of the Product, (iii) Licensee’s breach of any laws, regulations or third party rights; or (iv) Licensee’s breach of any Payment Service related terms and conditions; or (v) Licensee’s negligence, misconduct or intentional omission in connection with or during the course of Licensee’s use of the Product or Payments Service.
14.6 Notices
All notices or other communication required or permitted to be given in writing under this Agreement must be given in the English language by email, to the addresses provided by Licensee or such other addresses as the Parties may have designated to each other.
14.7 Other Agreements and Amendments
This Agreement and any agreement entered into pursuant to this Agreement constitutes the entire agreement between the Parties and supersedes and replaces any and all prior negotiations, arrangements and understandings, whether or not in writing, between the Parties with respect to the subject matter of the Agreement. No variation of this Agreement is valid unless it is in writing and signed by or on behalf of each Party.
14.8 Assignment
This Agreement is binding upon and inures for the benefit of the successors of Licensee but may not be assigned by Licensee, except with the prior written consent of the Licensor.
14.9 Waivers
No failure or delay by any Party in exercising any right or remedy provided by law or pursuant to this Agreement will impair such right or remedy or be construed as a waiver of it and will not preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.
14.10 Severability
If any provision of this Agreement or of any of the documents contemplated in it is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in this Agreement or the relevant document, but without invalidating any of the remaining provisions of this Agreement or that document. The Parties must then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
14.11 Third Party Software
Licensee agrees, that Licensor may use Third Party Software for its Product which shall be notified to Licensee upon its prior written request. This Third Party Software is licensed to Licensee by the Third Party Software publisher or provider and therefore, governed by the terms and conditions of the applicable Third Party Software terms and conditions which shall apply directly between the Licensee and the Third Party Software provider. Licensee understands to be bound by and to comply with these open source license terms and conditions in connection with the use of the Product. Licensor provides all Third-Party Software “AS IS” without any liability and warranties or representations, express or implied. Licensor is under no obligation, to indemnify Licensee against any third-party infringement claim. Licensor will also have no liability for any damages caused by the open source software. Licensee shall not modify or create any derivative work of the Third-Party Software.
14.12 Data Privacy
Unless otherwise agreed in this Agreement, with regards to the Use of the Product Licensor’s “Privacy Policy“ under www.ventory.io/legal/privacy-policy/ applies, which shall become essential part of this Agreement by reference.
14.13 Terms of Use
Unless otherwise agreed in this Agreement, with regards to the Use of the Product Licensor’s “TERMS OF USE” under www.ventory.io/legal/terms-of-use/ applies, which shall become essential part of this Agreement by reference.
14.14 Modifications
The Licensor may modify the terms of this Agreement in its sole discretion and such modifications shall take effect and be binding on Licensee on the earliest date which they are posted to the Licensor’s publicly available website or delivered to Licensee via electronic or physical delivery. No one other than the Licensor has the right to modify this Agreement.
15. GOVERNING LAW AND JURISDICTION
The Agreement is governed by and must be construed, interpreted in accordance with the laws of Belgium without given effect to the conflict of law principles thereof. The courts of Leuven have exclusive jurisdiction over any dispute, legal action and proceedings arising out of or related to the Agreement, including its termination, which shall be binding and enforceable upon the Parties worldwide. In the event of any proceeding or litigation arising out of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its legal fees, court fees and related costs to the extent and in ratio of its success. Notwithstanding the foregoing, Licensor may bring legal actions against Licensee in the country where Licensee has its seat, if it deems necessary for the enforceability of its rights regarding payments by Licensee under the Agreement.
TERMS OF USE
1. APPLICATION SCOPE
1.1. The services provided by VENTORY BV, with registered office at BELGIUM, 1930 ZAVENTEM, Excelsiorlaan 8, registered in the KBO and VAT register under number BE1001.714.644, e-mail sales@ventory.io, URL https://www.ventory.io/ (hereinafter “VENTORY”), to the client (hereinafter “Client”) and the designated users (hereinafter “User(s)”) are governed by the Terms of Use (hereinafter “Terms”).
VENTORY and the Client are also individually referred to as a "Party" and collectively as the "Parties".
1.2. These Terms apply to the tool, accessible online via the Web Application (URL https://app.ventory.io/login) which runs on Microsoft Azure, or downloadable as a mobile app (IOS and Android), designed by VENTORY (hereinafter “Tool”). The Tool may be purchased either directly from VENTORY or through the Microsoft Azure Marketplace.
1.3. Every Client/User using the Tool must accept these Terms. The acceptance shall be obtained through a designated pop-up screen during the Subscriber's or User's registration process. The Terms can always be consulted https://www.ventory.io/terms-of-use.
1.4. VENTORY reserves the right to update and modify the Terms at any time with prior notice to the Client/User. The Client/User will receive notification of the updated and modified Terms via a pop-up screen upon account login and/or by email notification. Such modified Terms shall become effective one month following the modification and shall be binding upon all existing Clients/Users. If the updated and modified Terms are not accepted by the Client/User, they will no longer be able to use the Tool.
2. ACCESS TO THE TOOL BOUGHT DIRECTLY FROM VENTORY
2.1. If the Client chooses to purchase the Tool directly from VENTORY, the Client must complete a registration process before accessing the Tool. The Client/User must create a username and password as well as provide accurate contact and other information, such as email address, telephone number and name, credit card or other payment details (hereinafter “Account Information”).
The Client/ User is strictly prohibited from:
(i) using false Account Information,
(ii) using such information owned or controlled by another person with the intent to impersonate that person, or
(iii) providing such information subject to any rights of a person other than Licensee without appropriate authorization.
VENTORY reserves the right to refuse registration or cancel any account that it reasonably believes is in violation of the foregoing.
2.2. The Tool can be accessed by the Client/ User :
(a) The Client/User must be registered to be able to use the Tool.
(b) Any registration by a new User shall be done instantaneously when the Client creates a new User. The Client can assign roles to all Users to manage access, management, and control.
2.3. The Client may customize a white-labelled of the Tool directly through the platform. While the Client has full control over its branding elements, the Tool shall always display a 'powered by VENTORY' attribution in small letters.
2.4. Each Client/User is solely responsible for maintaining the confidentiality of the information regarding his account, including his password, and for all activities that occur through the Client’s or the User’s account as a result of not keeping this information secure and confidential. Each Client/User commits to notify VENTORY of any unauthorized use of his account or password, or any other breach of security. The Client may be held liable for losses incurred by VENTORY or any other User or visitor to the Tool due to someone else using his account, password, email address or other personal data as a result of the Client’s failure – or that of his designated Users – to keep his account-information secure and confidential.
2.5. VENTORY reserves the right to suspend or remove the account of the Client with an expired subscription, with an inactive trial account, or when the Client/ User misuse the Tool, for example by violating these Terms.
3. ACCESS TO THE TOOL BOUGHT THROUGH MICROSOFT AZURE MARKETPLACE
3.1. To purchase the Tool through the Microsoft Azure Marketplace, the Client must maintain an active Microsoft Azure subscription and possess appropriate administrative permissions within their Azure account.
3.2. To initiate a purchase, the Client must access the Azure Portal at portal.azure.com and navigate to the Microsoft Azure Marketplace. The Client shall then select the Tool and choose the desired subscription plan. Subscriptions can only be taken out annually. The purchase shall be completed through the Client's Azure account following Microsoft's standard payment procedures.
3.3. Upon successful purchase, access to the Tool shall be granted automatically through the Client's Azure subscription. All billing shall be processed through the Client's Azure account, and subscription management shall be conducted through the Azure Portal.
3.4. Following the purchase, the Client may create and manage User accounts through the Tool's administrative interface.
3.5. The Client is responsible for managing his subscription, adding or removing services, and monitoring expenditures through the Microsoft Azure Portal.
3.6. For technical assistance specific to the Azure Marketplace purchase process, the Client should contact Microsoft Azure support directly.
3.7. The Client shall be responsible for maintaining the security of their Azure account credentials and ensuring proper access controls for all Users granted access to the Tool.
3.8. VENTORY is not responsible for any issues arising from the Client's Microsoft account creation or maintenance, Azure registration or subscription processes, payment verification procedures, or the Client's security measures or lack thereof. For technical assistance specific to the Azure Marketplace purchase process, the Client should contact Microsoft Azure support directly.
4. LICENSE AND ACCESS RIGHTS
4.1. Under these Terms and subject to payment of the applicable license fee, VENTORY grants the Client a non-exclusive, non-transferable, non-sublicensable and revocable license/right to access and use the Tool, provided by VENTORY in connection with the Client’s access to and use of the Tool, including that of his Users.
4.2. The Client agrees that all rights, titles, and interests relating to the Tool are owned by VENTORY or by rightful third parties. The Client does not obtain any ownership rights to the Tool and recognizes that the Client’s right to use is limited to the specific terms set forth in these Terms.
4.3. The Client/User is not allowed to use the Tool for any purpose that is unlawful or prohibited by these Terms. The Client/User commits not to engage in reverse engineering, decompiling, or disassembling the Tool, or attempting to discern its source code or algorithms in any manner. The Client/User may not attempt to access the Tool in an unauthorized manner, such as through hacking, password mining or other means. The Client/User may not disclose, lease, sell, export, distribute, copy, modify, transfer or assign the Tool to any third party without VENTORY’s prior written consent.
5. DURATION AND TERMINATION
5.1. The license agreement (hereinafter “Agreement”) shall commence on the date provided in the quotation and order form (hereinafter “Quotation and Order Form”)
5.2 . The subscription is to be taken out per year, starting from the acceptance of these Terms and is set to the date of the registration for the use of the Tool (hereinafter “License Period”). The modalities of the subscription are further specified in the Quotation and Order Form.
5.3. The Agreement shall be renewed automatically for succeeding terms equal to the term specified in Article 4.1 and under the same conditions unless either party gives written notice to the other party at least ninety (90) days prior to the anniversary date of the Effective Date.
6. LICENSE FEE AND INVOICE
6.1. The license fee is the the amount payable to VENTORY required for the use of the Tool (hereinafter “License Fee”). The License Fee is stipulated in the Quotation and Order form. The License Fee shall be payable in accordance with the payment terms set forth therein.
6.2. Unless otherwise specified, the License Fee is VAT excluded.
6.3. The Client must provide VENTORY with accurate and complete billing information, including but not limited to Client’s name, address, e-mail address, telephone number and in case the Client transacts business with VENTORY, financial information such as a valid credit or debit card or other payment details. Invoices related to the Client will be sent in PDF format to the email address as provided by Client during its registration process for using the Tool. VENTORY will issue each invoice on a monthly or annual basis, as subscribed by the Client, when the payment for the applicable payment transaction has become due.
6.4. The Client shall pay by credit card, or as otherwise agreed by the Parties in writing.
6.5. The yearly License Fee will be subject to possible price adjustments by VENTORY. The new fee will be communicated to the Client at least one (1) month before taking effect and will only be applicable on new subscriptions or at the next renewal date for existing subscriptions.
6.6. In the event of failure to pay within the stipulated period, the invoice amount shall be increased, ipso jure and without prior notice of default, by interest equal to 1% per month calculated on the outstanding amount, each month started being deemed to be overdue, and liquidated damages in the amount of 12% on the amount of the outstanding invoices, with a minimum of EUR 50 as compensation for extrajudicial collection costs and contractual damage. All collection costs shall also be borne by the defaulting Client.
6.7. To the extent that the Customer defaults on one or more outstanding invoices from VENTORY, VENTORY reserves the right to suspend access to the Tool until such time as all outstanding invoices are cleared (including added damages and default interest). In any case, the Client shall owe all amounts for the services rendered and expenses incurred by VENTORY, including (extra) judicial costs.
6.8. In the event of non-payment, all amounts due may be recovered through judicial channels.
6.9. Any protest concerning an invoice must be addressed to VENTORY within eight (8) calendar days after invoice date and by registered letter. Protests after this date will be considered non-existent.
7. CONTENT AND INTELLECTUAL PROPERTY
7.1. All intellectual property rights regarding the Tool shall remain the exclusive property of VENTORY. The Client/User shall only be granted the limited license as set out in section 3.
All texts, images, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code (collectively referred to as ‘content’), including, but not limited to, the design, structure, selection, coordination, expression, ‘look & feel’, and arrangement of such content located on the Tool, are exclusive property of or licensed to VENTORY and are subject to laws regarding design, copyrights, patents, trademark, and various other intellectual property rights and unfair competition laws.
The Tool utilizes third party software, consisting of open source software and other third-party software (hereinafter “Third Party Software”), for which VENTORY does not hold ownership of specific content or components provided through the Tool. By using the Tool, the Client/User acknowledges that specific components and content are governed by the Third Party Software. The Client/User agrees to abide by the terms of this license and refrain from violating them. If the Client/User fails to respect the Third Party Software, the Client shall indemnify VENTORY for any infringement of the third-party intellectual property rights.
The redistribution, republication, or making available to a third party of any or all the material and intellectual property related matters on the Tool is not permitted to the Client/User .
7.2. All content, information and data in the personal profile of the Client/User is used by the Client/ User on his own terms and at his own risks. VENTORY does not verify or correct these data and cannot be held responsible for wrong or incomplete data provided by the Client/User. By using any content, the Client/ User guarantees that they have permission to use such content. The Client will hold VENTORY harmless for any claims of third parties in this matter.
7.3. If the Tool infringes the intellectual property rights of third parties, VENTORY shall indemnify and hold the Client harmless for all and any direct damages resulting from a claim brought by a third party. The Client shall immediately notify VENTORY if he receives such a claim.
7.4. Each party can use the trademark(s), trade name(s) and logos of the other party for marketing and communication purposes relating to the Agreement, provided that said use is not able to harm in any way whatsoever the image and commercial reputation of the other Party or the Application and can, in its own name and on its own behalf, make publicity on, press release of and reference to the existence of the Agreement and the nature of the cooperation between the Parties. Said use and communications can be realised without a prior written approval of the other Party to the extent it is done without disclosure of the details regarding the Agreement or the execution thereof and without impair public order and morals and the commercial reputation of the other Party.
7.5. Each Party can request the other Party to stop any use or communication that is, in its reasonable opinion, contrary to the above mentioned.
8. LIABILITY & FORCE MAJEURE
8.1. As a condition of acceptance of these Terms, unless mandatory provisions provide otherwise, the Client/User agrees that:
(a) VENTORY will not be liable to the Client/User for any loss, claim or damage caused in whole or in part by the negligence (excluding gross negligence or willful misconduct) of VENTORY or by events beyond the control of VENTORY;
(b) VENTORY will not be liable, not even in case of negligence, to the Client/User for indirect, incidental or consequential damages, including but not limited to loss of profits, loss of business, inconvenience or similar loss, revenue or savings, or the loss of use of any data, interruption of data;
(c) VENTORY cannot be held liable for direct or indirect damage suffered by the Client/User as a result of visiting or using the Tool, unless the Client/User can demonstrate intention or gross negligence on behalf of VENTORY;
(d) VENTORY cannot be held liable for any claims, damages, fines or losses arising out of or in connection with the management, use or misuse of personal data as entered into the Tool by the Client/User.
(e) To the extent that VENTORY has any liability under these Terms, VENTORY’s liability to the Client/ User hereunder will be limited to the amount paid by the insurance company of VENTORY or to the amount paid for the yearly license fee by the Client.
8.2. With the exception of payment obligations, Parties shall not be held liable for delays or defects in the performance of the Agreement if such delays or defects are the results of facts or circumstances independent of the will of one of them, which cannot be foreseen and which cannot be avoided (hereinafter “Force Majeure”), such as but not limited to exceptional weather conditions, total or partial strikes that may affect the execution of the services, governmental decisions that would impact the execution of the services, earthquake, fire, storm, flood, water damage, theft, blockage of the computer, IT or telecommunications system.
8.3. The Party affected by the Force Majeure must notify the other party, in writing, as soon as possible after the impediment has occurred. These elements discharge VENTORY from the fulfilment of the Agreement, without the Client/User being entitled to any compensation for costs, damages, and interest on that account, nor to any refund on behalf of VENTORY of the paid License Fee.
8.4. In the event of Force Majeure, the Parties may suspend performance of the Agreement during the period in which the Force Majeure exists or terminate the Agreement (by registered letter) if the Force Majeure continues for more than one (1) month. In such case, the Client is obligated to compensate VENTORY for the completed part of the Agreement, without any further obligation to pay damages, nor the right to any compensation or reimbursement.
9. WARRANTIES AND REPRESENTATIONS
9.1. To the maximum extent permitted by law, and except as specifically provided in this section 8, the Tool of VENTORY and/or its components thereof are provided to the Client/User by VENTORY “as is” without warranty of any kind. VENTORY disclaims to the fullest extent permitted by law all other warranties, express, implied, or statutory, regarding the Tool and/or any component thereof, including any warranty of accuracy, completeness and non-infringement of the data derived from the Tool.
9.2. VENTORY shall make all reasonable efforts to ensure that the Tool and the Services comply with the requirements set out as in the Directive (EU) 2022/2555 of the European Parliament and of the Council, better known as the NIS 2 Directive, regarding the security of network and information systems (best efforts obligation). VENTORY shall make reasonable efforts to implement all necessary technical and organisational measures to ensure the security and integrity of the systems and data. This includes, but is not limited to, systems, services and data protection against unauthorised access, modification, disclosure, disruption, destruction or loss.
9.3. VENTORY undertakes reasonable efforts to ensure that the use of the Tool is compatible with the hardware and software used by the Client/User. However, VENTORY cannot guarantee uninterrupted or error-free functioning of the Tool. VENTORY will make reasonable efforts to ensure, but cannot guarantee, that defects are corrected, and that the Tool is fully free of viruses and bugs. Additionally, VENTORY does not make any assurances regarding the accuracy, functionality, or reliability of the content.
9.4. VENTORY does not warrant the correctness of content and data in the personal profile of the Client. This content, information and data belongs to the responsibility of the Client/User .
10. DATA PROTECTION
10.1. Under the General Data Protection Regulation of 24 May 2016 on the Protection of Privacy in the processing of personal data (GDPR), VENTORY shall comply with its respective obligations to all personal data that is being processed, under these Terms in relation to the Tool, for the administration (including record keeping activities, follow-up, marketing and personalized advertising).
10.2. Personal Data of the Client/User shall be processed pursuant to article 6(1)(b) and article 6(1)(f) of the General Protection Regulation.
10.3. If necessary to achieve the stated purposes, the personal data of the Client/User will be shared with other companies within the European Economic Area that are directly or indirectly affiliated with VENTORY. VENTORY guarantees in this regard that these recipients will take the necessary technical and organizational measures to protect the personal data.
The personal data processed for customer management will be kept for the period necessary to comply with legal requirements (including accounting).
10.4. The Client/User has the right to access his personal data at all times and may have it corrected if it is inaccurate or incomplete, deleted, or processing restricted. Additionally, he has the right to obtain a copy (in a structured, commonly used, and machine-readable format) of his personal data and have the personal data transmitted to another company. Furthermore, he may object free of charge to any processing of his personal data for direct marketing purposes. To this end, the Client/User must submit a written, dated, and signed request to VENTORY, along with proof of identity.
All personal data obtained and processed via the Tool will be treated as confidential and will not be disclosed to third parties under any circumstances.
10.5. Additionally, if necessary, a separate data processing agreement is concluded between the parties, in accordance with Article 28 of the GDPR, regarding the services entrusted to VENTORY via the Tool, where personal data of third parties may be processed (including data of members, hotels, transport, etc.).
10.6. For more information regarding the privacy or cookie policy, VETORY refers to its privacy and cookie policy accessible at https://www.ventory.io/privacy-policy
11. CONFIDENTIALITY
11.1. Neither Party will use, sell, sublicense, transfer, publish, disclose, display, or otherwise make available to others, except as authorized in these Terms, the confidential information of the other Party or any other material relating to the confidential information of the other party nor will either Party permit its employees, agents, contractors, promotor or subcontractors to divulge the other Party’s confidential information without that party’s prior written consent.
11.2. The following types of information shall not constitute confidential information:
(a) information lawfully obtained from a third party;
(b) information lawfully known to a Party prior to the entering into these Terms;
(c) information that entered the public domain through no act or omission of a Party;
(d) information developed independently without violating these Terms.
11.3. In the event that a Party is required by a law or decision of a regulatory, administrative or otherwise competent body to disclose confidential information, such Party will notify the other Party of such request, if permitted, in order to allow the said party to take any measures necessary to prevent or limit disclosure. If the Party required to make the disclosure is not entitled to inform the other Party, disclosure of confidential information will be limited to what is strictly necessary for such Party to comply and will inform the other party that it has made a disclosure as soon as it is permitted.
12. JURISDICTION
12.1. These Terms shall be governed and construed in accordance with the laws of Belgium.
12.2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Brussels.
1.Introduction
As an IT company, Ventory provides services of outstanding quality and safety with careful attention to fairness and integrity in our business activities to win the trust and satisfaction of our customers.
We are engaged in international business activities, as such, we observe and honor the word and spirit of all applicable laws and regulations of the countries in which we operate.
At Ventory, we highly value privacy in our relationships with customers, suppliers, and our employees. As part of our corporate responsibility, we are committed to compliance with Data Protection Laws. This Privacy Policy provides a framework of conditions and principles on how we use and process personal data and how we ensure an adequate level of data protection.
We believe that ensuring adequate data protection is the foundation of trustworthy business relationships.
Each employee of Ventory will be responsible for compliance with this PrivacyPolicy.
If there is any reason to believe that legal obligations or local legislation contradict with the principles of this Privacy Policy, Ventory will work closely with the relevant authorities to find a practical solution that meets the legislative requirements as well as the purposes of this Privacy Policy.
Aspart of our compliance program, we will continue reviewing and updating our corporate policies, internal processes and contractual relationships where required and monitor regulatory guidance to ensure compliance with data protection regulations.
The latest version of this Privacy Policy can be found on our website www.ventory.io and will be provided upon request. For more information, please contact the HR department of Ventory
2.Basic Principles for using and processing personal data
ThisPrivacy Policy establishes a framework of rights and duties which are designed to safeguard personal data. It aims to balance the legitimate need of Ventory to collect and use personal data for business or other purposes with the right of individuals to retain the privacy of their personal details.
ThisData Protection Policy is based on 8 principles which define how personal datamay be lawfully used and processed.
2.1.Fairness and Lawfulness
We will use and process personal data lawfully, fairly and in a transparent manner only to the extent necessary for providing our services or performing our contractual obligations.
2.2.Legitimate Purpose
We will only use personal information for one or more specified and legitimate purposes. Personal data will not be used or further processed in any manner incompatible with those purposes. When we need to use personal information beyond the scope of such purposes, we shall obtain your (additional) consent, unless extended use would be permitted by law or regulation;
2.3.Data minimization
Personal data should be adequate, relevant, and limited to what is necessary in relation to the purpose for which it was provided. This means that we will not collect personal data in advance or store personal data for (potential) future purposes, unless required or permitted by law;
2.4.Accuracy
We will keep personal data accurate and up-to-date and shall take all reasonable steps to ensure that personal data that is inaccurate will be removed or rectified without delay;
2.5.Limited retention
We will keep personal data no longer than is necessary for the purposes for which the personal data was provided. Unless otherwise prescribed by law, personal data that is no longer needed or relevant will be purged or deleted. This will apply to both electronic and non-electronic personal data;
2.6.General Data Protection Regulation
We will honor and respect your (data subject’s) rights under the EU General DataProtection Regulation (GDPR). This means that you will have the right to know which personal information we store, why we need it and how we use or process it. Furthermore, you will have the right to access your personal data, ask for rectification, removal, or object to the processing of it;
2.7.Integrity and Confidentiality
Your personal data is subject to data secrecy. This means that we will take appropriate technical and organizational measures against unauthorized or unlawful use or processing of your personal data and against accidental loss, destruction, or damage of your personal data.
2.8.Data Transfer outside the European Economic Area
We will not transfer your personal data to a country or a territory outside the European Economic Area, unless that country or territory ensures an adequate level of data protection in relation to the processing of your personal data;
3.Processing of Customer and Third-Party Data
Collecting, using, and processing personal data of customers, suppliers and/or other third parties will only be permitted under the following conditions:
3.1.Third Party Processors
Our carefully selected partners and service providers may process personal information about you on our behalf as described below:
“Digital Marketing Service Providers. We periodically appoint digital marketing agents to conduct marketing activity on our behalf, such activity may result in the compliant processing of personal information. Our appointed data processors include:(i)Prospect Global Ltd (trading as Sopro) Reg. UK Co. 09648733. You can contact Sopro and view their privacy policy here: http://sopro.io. Sopro are registered with the ICO Reg: ZA346877 their Data Protection Officer can bee mailed at: dpo@sopro.io.”
3.1.Data Processing for a Contractual Relationship
We will only use and process personal data of relevant prospects, customers, suppliers, and/or other third parties in order to establish, execute or terminate a contract. Prior to entering into a contract, personal data may be processed to prepare bids, Requests For Quotations (RFQs) or purchase orders and/or to fulfill other requests of the customer. We may contact customers in a pre-contractual phase by using the information that it has provided. Where appropriate, we will observe any restrictions requested by the customer relating to the use and/or processing of personal data.
3.2.Data Processing for Advertising Purposes
Personal or customer data may be processed for advertising purposes or market and opinion research, provided that this is consistent with the purpose for which the data was originally collected or provided. Where appropriate, we will inform our customer about the use of his/her personal data for advertising purposes. If the customer objects to the use of their personal data for advertising purposes, we will no longer use the data and block it from being used.
3.3.Consent to Data Processing
Personal Data will only be processed following consent of the customer or data subject.We will duly inform the customer and data subjects about the use and purpose of its personal data before giving consent. Although consent may be withdrawn at any time, withdrawal will not affect the lawfulness of processing based on consent before its withdrawal.
3.4.Data Processing pursuant to Legal Authorization
Customers should be aware that the processing of personal data may (also) be permitted if national legislation requires to do so. The type and extent of such data processing should be necessary for the lawful and authorized data processing activity, and we will, in such a case, observe all relating and relevant statutory provisions.
3.5.Data Processing pursuant to Legitimate Interest
We will be allowed to process personal data if we have a legitimate interest.Legitimate interests are generally of a legal or commercial nature and may include the collection of outstanding receivables or to avoid a ‘breach of contract’. However, we will not process personal data for the purposes of a legitimate interest if, in any individual case, there is reason to believe or evidence that the interests of a data subject merits protection.
3.6.Processing of Highly Sensitive Data
We will not process highly sensitive personal data unless the law requires us todo so, or the data subject has given explicit consent. We may also process highly sensitive personal data if that would be required for asserting, exercising, or defending legal claims regarding or relating to that data subject.
3.7.User Data and Internet
We will inform customers and data subjects if we collect, use, or process personal data on websites. The information we use will be easy to identify and access and be made available for data subjects upon request. If user profiles are created to evaluate and identify the use of websites, the data subjects will be properly informed and asked for consent. We will not use personal data for personal tracking, unless permitted by law.
4. Processing of Employee data
Collecting, processing, and using personal data of Employees will only be permitted under the following conditions:
4.1.Data Processing for the Employment Relationship
Personal data may be processed in the employment relationship between Ventory and its employees to establish, execute or terminate the employment agreement. When establishing an employment relationship, the applicants’ personal data may be processed. If the candidate is rejected, we will, where appropriate, purge his/her personal data with observance of the statutory retention period, unless the applicant has agreed and consented to remain on file for future selection processes (maximum one year).
In the existing employment relationship - and to the extent none of the following circumstances for authorized data processing would apply - data processing should always relate to the purpose of the employment relationship or the execution of the employment agreement. If it would be necessary to collect information of an applicant from a third-party (e.g. employment agency) the requirements of the corresponding local laws should be observed. In cases of doubt, we will obtain consent from the applicant or data subject.
4.2.Data Processing pursuant to Legal Authorization
The processing of personal data of employees will also be permitted if national legislation requests, requires, or authorizes this. The type and extent of data processing should, in such a case, be necessary for the lawful and authorized data processing activity and we will make sure to observe the relevant statutory provisions. If there is some legal flexibility, the interests of the employee that merit protection will be taken into consideration.
4.3.Collective Agreements on Data Processing
If a data processing activity exceeds the purposes of fulfilling an individual employment agreement, it may still be lawful on the basis of a collective employment agreement. Collective employment agreements are pay scale agreements or agreements between employers and employee representatives within the scope allowed under the relevant (national) employment laws. In such a case we will make sure that the agreements will cover the specific purpose of the intended data processing activity and will reflect the requirements of (national) DataProtection legislation.
4.4.Consent to Data Processing
We will duly inform our employees about our personal data activities. Where appropriate, we will ask our employees for consent to use and process personal data. Confirmations of consent must be given voluntarily. Consent will be obtained in writing or electronically for the purposes of documentation. If consent will be given verbally, we will confirm and document it in writing. TheEmployee may withdraw consent at any time, however, such withdrawal will not affect the lawfulness of processing based on consent before its withdrawal.
4.5.Data processing pursuant to Legitimate Interest
We will be allowed to process personal data if we have a legitimate interest.Legitimate interests are generally of a legal or financial nature and may include, amongst others, filing, enforcing, or defending against legal claims and restructuring, TUPE or redundancy procedures. We will not process personal data if, in any individual case, there is reason to believe or evidence that the interests of the employee merit protection. The legitimate interest of the company and any interests of the employee meriting protection shall, in such a case, be identified and documented before any measures are taken.
4.6.Processing of Highly Sensitive Data
-Personal Data is any information that can identify a living individual and may include such items as home and work address, personal e-mail address, age, telephone number and even photographs or other images;
-Highly Sensitive Data consists of racial and ethnic origin, political opinions, religious or philosophical beliefs, union membership and the health and sexual life of a Data Subject;
The processing of highly sensitive data must be explicitly permitted by the employee or prescribed by national law. However, we will be allowed to process highly sensitive data if that would be required by the authorities to fulfill its rights and duties in the field of employment law or social security. In all other cases, processing of highly sensitive information is subject to prior approval of the HR Director of Ventory.
5.Transfer and External Processing of Personal Data
Transfer of personal data to recipients inside or outside Ventory is subject to the requirements for processing of personal data under articles 2, 3 and 4.
We will require the data recipient to (i) only use the personal data for specific and defined purposes; and (ii) ensure an adequate level of data protection in relation to the processing of your personal data, either by internal policies or by law.
If data processing will be carried out on behalf of Ventory, we will require the data recipient to either provide a GDPR Compliance Statement or to enter into aData Processing Agreement.
In such a case, the following recommendations should be observed:
-The data recipient should be selected on the basis of its ability to ensure an adequate level of data protection;
-The instructions and the responsibilities of the data recipient should be duly documented;
-Depending on the risks relating to data processing, privacy reviews should be undertaken on a regular basis;
-The use of the EU Standard Contractual Clauses (SCC) for the transfer and processing of personal data will be recommended;
-Accreditation of the data recipient by the European Union for the provision of a sufficient data protection level should be considered;
6.Confidentiality and Safeguards
Personal data will be subject to data secrecy. We will provide our staff access to personal information on a ‘need-to-know’ basis only. Access will be provided to the extent appropriate for the execution of their functional tasks. Our staff will not be allowed to use personal data for private or commercial purposes, to disclose it to unauthorized persons or to make it available in any other way.
We will make sure that personal data will be properly safeguarded from unauthorized access and unlawful processing or disclosure, as well as accidental loss, modification, or destruction. This principle applies regardless of whether data is processed electronically or in paper form.
Before the introduction of new methods of data processing, particularly new IT systems, we will define and duly implement technical and organizational measures to protect personal data. The technical and organizational measures for protecting personal data are included in Ventory’s IT security guidelines.These guidelines will be reviewed on a regular basis and will be amended to technical developments and organizational changes.
7.Data Protection Assessments
Ventory will check compliance with the EU General Data Protection Regulation and thisPrivacy Policy on a regular basis with Data Protection Impact Assessments,Internal Audits and other available and appropriate controls. The results and effectiveness of these data protection controls will be reported to Ventory. On request, the results of these data protection controls will be made available to the responsible Data Protection Authorities. We should note that the responsible Data Protection Authorities may perform their own controls of compliance with the data protection regulations and this Privacy Policy, as permitted under national law.
8.Data breach and Notification System
AllEmployees should inform their supervisor, manager, and HR officer immediately in case of a (potential) violation of this Privacy Policy, a personal data breach or any other regulations for the protection of personal data. Events considered to constitute to a data breach are, amongst others:
-improper transmission of personal data to third-parties;
-improper access by third-parties to personal data; or
-loss of personal data.
Incase of a personal data breach, Ventory shall without undue delay and, wherefeasible, not later than 72 hours after having become aware or notified of sucha breach, notify the competent Data Protection Authorities. This notificationshould, amongst others, include:
-Description and nature of the personal data breach, including the categoriesand approximate number of Data Subjects;
-Name and Contact details of the responsible HR officer;
-Description of the likely (potential) consequences of the personal data breach;
-Description of the measures taken to address the personal data breach and/ormitigate the consequences.
(Potential)Data breaches will be reported with the Data Breach Notification ReportTemplate annexed to this Privacy Policy as Annex 1.
9.Responsibilities
Policy and adhering to applicable (national) data protection regulations. Our management will make sure all organizational, HR and technical measures are in place, such that processing of personal data may be carried out safely and in accordance with the EU General Data Protection Regulation (or any other relevant data protection law) and this Privacy Policy.
Ventory will assign a Privacy Officer who will be responsible for (i) implementation of this Privacy Policy; (ii) regular data protection (impact) assessments; and(iii) adequately training staff on data protection and awareness. Ventory will provide additional support where necessary or required.
We encourage any employee or data subject to approach the Privacy Officer (or theHR Department of Ventory) at any time to raise concerns, ask questions, request information or make complaints relating to data protection or data security issues. We will make sure that concerns and complaints will be handled adequately and in a confidential manner.
All should be aware that Improper processing of personal data, or other violations of Data Protection Laws, may be criminally prosecuted and result in(significant) claims for compensation of damages. Employees should know that violations for which individual employees are responsible may lead to sanctions under employment law, including termination of employment.
10.Notification Structure Ventory
Ventory has implemented the following reporting structure:
I.Annexes
Annex1: Data Breach Notification Report (Template);
Annex2: Personal Data Request and Notification Form (Template);
Annex3: Personal Data Consent Form (Template);
Annex4: Ventory GDPR Checklist and Audit Standards.
II. Useful Resources
TheEU General Data Protection Regulation, EU 2016/679:
http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=uriserv:OJ.L_.2016.119.01.0001.01.ENG
TheEC Standard Contractual Clauses:
https://ec.europa.eu/info/strategy/justice-and-fundamental-rights/data-protection_en
III.Data Subject Rights and Article Reference
1.Right to Information on Personal Data (art. 13-14 GDPR)
EachData subject may request information on which personal data relating to him/her has been stored, how the data was collected and for what (lawful) purpose;
HR Director
IT Support
2.Right to Access to Personal Data (art. 15 GDPR)
If personal data is transmitted to third parties, information shall be provided about the identity of the recipient, as well as the purpose of processing;
3.Right to Rectification (art. 16 GDPR)
If personal data is incorrect or incomplete, the Data Subject may demand that it be corrected or amended;
4.Right to Erasure (‘Right to be Forgotten’) (art. 17 GDPR)
A Data Subject may request the deletion of his/her personal data if the personal data is no longer necessary in relation to the purpose for which it was collected, consent has been withdrawn or if processing of such data has no legal basis;
5.Right to Object to Processing (art. 18-21 GDPR)
AData Subject generally has the right to object to his/her personal data beingprocessed and this should be taken into account if the protection of the DataSubject’s interests takes precedence over the processing interest of Ventory.This does not apply if processing of the concerning personal data is based on alegal obligation or legitimate grounds;
6.Right to Data Portability (art. 20 GDPR)
AData Subject has the right to receive (a copy of) the personal data concerninghim/her in a structured, commonly used, and machine-readable format and totransmit this data to another data controller, if requested.
IV.Definitions:
Consent
Anyfreely given, specific, informed, and unambiguous indication of the DataSubject that he/she agrees with the processing of his/her personal data;
DataBreach
A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored, or otherwise processed;
EuropeanEconomic Area
Theeconomic region associated with the European Union, including Norway, Iceland,and Liechtenstein;
PersonalData
PersonalData means any information relating to an identified or identifiable natural person (‘Data Subject’). An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person;
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HighlySensitive Personal Data
Personal data relating to racial and ethnic origin, political opinions, religious or philosophical beliefs, union membership, and the health and sexual life of a Data Subject;
Processing
Any process, with or without the use of automated systems, to collect, store, organize, retain, modify, use, forward, transmit, disseminate, or combine and compare data. This also includes disposing of, deleting and blocking data.Where processing is based on Consent, Ventory should be able to demonstrate that the Data Subject has consented to the processing of his/her personal data.
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