Terms and conditions

1. Validity and acceptance of the Terms and Conditions

1.1 The current terms and conditions of Settlefin (the “Terms and Conditions”) apply to all contracts and quotations (“Quotations”) relating to the use of the Settlefin Closing Platform (the “Software Service”) between Settlefin, a company organized and existing under the laws of Belgium, with registered office at Vijverbeek 8, 9688 Maarkedal, Belgium (“Settlefin”), and the customer indicated in the Quotation (the “Customer”), except when special agreements between Settlefin and the Customer stipulate otherwise.

1.2 The Terms and Conditions are deemed accepted by the Customer, even when they conflict with the Customer’s general or special purchasing terms and conditions. The fact that Settlefin did not explicitly reject the terms and conditions of the Customer referred to in any contract or Quotation cannot be interpreted by the Customer as an acceptance by Settlefin of such terms and conditions.

1.3 In the event of any conflict between the Terms and Conditions and any Quotation or other document submitted by the Customer, the Terms and Conditions shall prevail, and such conflicting terms in the Customer’s documents are hereby rejected by Settlefin.

1.4 The designated person, officer, director, employee, or any other person who represents or acts on behalf of the Customer, is deemed to have the necessary mandate to legally bind the Customer.

1.5 At the request of the Customer, Settlefin may deliver services to the Customer to support the Software Service.

2. Definitions

2.1 In addition to terms defined elsewhere in these Terms and Conditions, the following capitalized terms and expressions shall have the following meanings, unless the context otherwise requires:

“Affiliate”: An affiliate within the meaning of applicable Belgian company law;

“Agreement”: These general Terms and Conditions (including annexes and schedules) together with any Quotations between Settlefin and the Customer;

“Confidential Information” means any and all information of a confidential nature, disclosed by either Party (or on its behalf) to the other Party, whether orally, in writing or in any format or medium and whether prior to or after the Effective Date. Confidential Information of Settlefin will be deemed to include the Licensed Software, the Software Service and any pricing, terms, attachments, appendices and all information related to the Software Services associated with this Agreement. Confidential Information of the Customer will in any event include the Customer Data. “Confidential Information” does not include any information that the receiving Party can demonstrate is: (a) rightfully known prior to disclosure; (b) rightfully obtained from a Third Party authorized to make such a disclosure, without breach of the terms and conditions of this Agreement; (c) independently developed by the receiving Party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing Party; or (f) disclosed by court order or as otherwise required by law, provided that the Party required to disclose the information provides prompt advance notice to enable the other Party to seek a protective order or otherwise prevent such disclosure;

“Customer Data”: The data provided by the Customer and processed by Settlefin stemming from the Customer’s ERP or Accounting System;

“Documentation”: Any documentation provided by Settlefin concerning the use of the Software Service;

“Effective Date”: The date on which the Customer has countersigned the relevant Quotation;

“Fee”: The fee payable by the Customer as a consideration for the Software Service as set forth in the Quotation;

“Integration Date”: The date on which the integration of the Customer’s contract repository with the Licensed Software is activated;

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;

“Licensed Software”: Settlefin’s Closing Platform software, consisting of solutions to identify root causes during variance analysis, ERP-& accounting integration and provide streamlined processes, as further identified in the Quotation and applicable Documentation;

“Login”: An identifying e-mail address that, combined with an authorized Password, permits access to the Software Service;

“Password”: A key code that, when combined with an authorized Login, permits access to the Software Service;

“Party” or “Parties”: Settlefin and/or the Customer;

“Permitted Users” means individuals employed or Third Parties retained by Customer who have been identified to Settlefin and given a Password to access the Software Service pursuant to this Agreement;

“Quotation”: A form of quotation submitted by Settlefin to the Customer in which these Terms and Conditions are or are deemed to be incorporated;

“Software Service”: The provision of the Licensed Software by Settlefin to the Customer under this Agreement, including any services provided by Settlefin under this Agreement;

“Subscription Start Date” means the subscription start date indicated as such in the Quotation (which may be a calendar date or a reference to the Integration Date);

“Subscription End Date” means the subscription end date indicated as such in the Quotation (which may be a calendar date or a reference to a period after the Subscription Start Date);

“Term”: The Initial Term, together with any Renewal Term(s), as applicable.

“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data.

3. License by Settlefin to the Customer

3.1 Integration: To the extent the Quotation contains a reference to an Integration Date, Settlefin will use reasonable efforts to assist the Customer with the integration of its ERP or accounting system with the Licensed Software by the Integration Date. Timely cooperation and accurate information from the Customer are necessary for successful integration.

3.2 License: Subject to the terms and conditions of this Agreement and timely payment of the Fees by the Customer, Settlefin grants the Customer a non-exclusive, limited, non-transferable license to allow Permitted Users to access and use the Software Service, without the right to sublicense (other than to Affiliates). Settlefin reserves the right to make, in its sole discretion, any changes and/or updates to the functionality of the Licensed Software from time to time, provided that such changes do not materially downgrade any of the existing functionalities. Settlefin will notify the Customer of material changes via email or via notification in the Licensed Software.

3.3 Permitted Users. In the Quotation a maximum number of Permitted Users is mentioned. At any point in time, the Customer may request to increase the maximum number of Permitted Users. After confirmation by Settlefin as soon as reasonably possible following such request, the Customer will receive an updated Quotation containing the new maximum number of Permitted Users and corresponding Fees entering into force immediately (unless specified otherwise in the Quotation).

Further, the Customer may also request to decrease the maximum number of Permitted Users with respect to the next Renewal Term, ultimately sixty (60) calendar days before the end of the Initial Term or then current Renewal Term. After confirmation by Settlefin as soon as reasonably possible following such request, the Customer will receive an updated Quotation containing the new maximum number of Permitted Users and corresponding Fees entering into force upon the start of the next Renewal Term (unless specified otherwise in the Quotation).

To access and use the Licensed Software, the Customer must set up an administrator account. When setting up the administrator account, the Customer must provide current, complete, and accurate information. The Customer will identify Permitted Users who will be able to set up Logins to use the Software Service for the purposes permitted by this Agreement. The Customer will maintain a list of Logins, using the administrator account. It is strictly forbidden that one Login us used by more than one Permitted User. The Customer will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, each Password and Login. The Customer will immediately notify Settlefin in writing if the Customer determines, or has reason to believe, that an unauthorized employee or unauthorized Third Party has gained access to a Password or Login. The Customer authorizes Settlefin to rely upon any information and/or instructions set forth in any data transmission using the assigned Password or Login, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of Settlefin. Use of the assigned Password or Login, whether or not authorized by the Customer, will be solely the responsibility of and the risk of the Customer. The Customer will indemnify, defend, and hold harmless Settlefin from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of Customer’s Passwords and Logins.

3.4 Restrictions. The Customer, nor any Permitted User is allowed to use the Licensed Software or a component thereof in a manner not authorized by Settlefin. Within the limits of the applicable law, the Customer, nor any Permitted User is permitted to (i) copy the Licensed Software, (ii) modify, translate or otherwise create derivative works of the Licensed Software, (iii) disassemble, decompile or reverse engineer the object code or source code of the Licensed Software, (iv) publish, or otherwise make available to any Third Party any benchmark testing information or results, (v) export or re-export the Licensed Software in violation of any local or international law or regulation, (vi) intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the Licensed Software for any unlawful, invasive, infringing, defamatory or fraudulent purpose, or (vii) remove or in any manner circumvent any technical or other protective measures in the Licensed Software.

4. License by the Customer to Settlefin

4.1 Settlefin acknowledges and agrees that the Customer remains at any time the sole owner of (or where applicable, must ensure it has a valid license to) the Customer Data.

4.2 The Customer grants Settlefin, for the Term, a non-exclusive, worldwide, royalty-free right and license to use, copy, store, modify, transmit and display the Customer Data to the extent necessary to provide the Software Service under this Agreement. For the avoidance of doubt, Settlefin shall not use Customer Data, whether anonymized or de-aggregated, to modify or update either any large language model or Licensed Software for the benefit of Settlefin or any Third Party.

4.3 The Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback, excluding Customer Data, to Settlefin with respect to the Software Service (“Feedback”). Settlefin, in its sole discretion, shall determine whether or not to proceed with the development of the requested enhancements, new features or functionality. The Customer hereby grants Settlefin a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to to use and/or incorporate Feedback into Licensed Software and to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.

4.4 Settlefin reserves the right, but is not obliged, to review and remove any Customer Data which are deemed to be in violation with the provisions of this Agreement, any rights of Third Parties or any applicable legislation or regulation, or are otherwise inappropriate.

5. Intellectual property

5.1 Customer acknowledges and agrees that this Agreement is not a sale of the Licensed Software or any rights therein, and that Settlefin and its suppliers shall at all times retain all Intellectual Property Rights in and to the Licensed Software, including any and all updates, enhancements, derivatives, modifications or improvements thereof created by or on behalf of Settlefin. All rights in and to the Licensed Software not expressly granted to the Customer in this Agreement are reserved by Settlefin. No license is granted to the Customer except as to the use of the Licensed Software as expressly stated herein. Settlefin’s name, Settlefin’s logo, and the product names associated with the Software Service are trademarks of Settlefin or Third Parties, and they may not be used without Settlefin’s prior written consent.

5.2 Customer acknowledges and agrees in particular that the source code from the Licensed Software is and remains a confidential and proprietary trade secret of Settlefin.

5.3 Customer further acknowledges that Settlefin will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the Term, in the furtherance of its own business and to perfect all other Intellectual Property Rights related thereto.

6. Warranties

6.1 By both Parties. The Customer and Settlefin represent and warrant to each other that they have the authority to enter into this binding Agreement. The Customer and Settlefin will perform their obligations under this Agreement in a good and workmanlike manner.

6.2 By the Customer. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data. The Customer warrants that the provided Customer Data shall not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any Viruses, whether or not intended to damage the Licensed Software; or (v) otherwise violate the rights of a Third Party. Any use of the Licensed Software in violation of these representations and warranties by the Customer or any Permitted User constitutes unauthorized and improper use of the Software Service.

6.3 By Settlefin. Settlefin is the owner of or is licensed to use the Licensed Software. Except as expressly provided in this Agreement and to the extent permitted under applicable law, Settlefin expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness of the Licensed Software and the Software Service for a particular purpose. In particular, Settlefin does not warrant that the Licensed Software is error-free or that the use of the Software Service shall be uninterrupted, that Settlefin will detect any or every defect in Customer’s systems or that any or all problems with respect to the Licensed Software or Software Service can be solved, and hereby disclaims any and all liability on account thereof. The Licensed Software and the Software Service will be provided by Settlefin under this Agreement on an “as-is” and “as available” basis. However, Settlefin undertakes to use all commercially reasonable efforts to remedy bugs reported by the Customer, to provide the Software Service without any material Downtime, and, to the extent such Downtime occurs, to resolve such Downtime within three (3) business days. To the best of Settlefin’s knowledge, the Licensed Software does not contain any malicious code,viruses, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software.

7. Liability

7.1 To the maximum extent permitted under applicable law, the maximum liability of the Parties arising out of this Agreement shall not in any event exceed the Fees paid by the Customer to Settlefin for the use of the Licensed Software during the preceding twelve (12) month period, except (i) in respect of the indemnification obligations set forth in article 8 of these Terms and Conditions, or (ii) in case of fraud or willful misconduct.

7.2 In no event will Settlefin, its licensors or its suppliers have any liability to the Customer for any consequential or incidental losses, including but not limited to lost profits, loss of business, loss of use or of data, any unauthorized access to, alteration, theft or destruction of Customer’s or its trading partners’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not Settlefin has been advised of the possibility of such damage.

8. Indemnities

8.1 By Settlefin. Settlefin shall defend and indemnify the Customer against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of any Intellectual Property Right of such Third Party by the Licensed Software, excluding any claims resulting from (i) any unauthorized use of the Licensed Software, (ii) modification to the Licensed Software made by the Customer, its employees or any Third Party, (ii) failure of the Customer to use updated or modified Licensed Software provided by Settlefin to avoid a claim of infringement or misappropriation, (iii) combination of the Licensed Software with other systems, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Licensed Software.

Such indemnity obligation shall be conditional upon the following: (i) Settlefin is given prompt written notice of any such claim; (ii) Settlefin is granted sole control of the defense and settlement of such a claim; (iii) upon Settlefin’s request, the Customer fully cooperates with Settlefin in the defense and settlement of such a claim, at Settlefin’s expense, and (iv) the Customer makes no admission as to Settlefin’s liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without Settlefin’s prior written consent. Provided these conditions are met, Settlefin shall indemnify the Customer for all direct damages and reasonable costs incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Settlefin pursuant to a settlement agreement.

For the avoidance of doubt, it is specified that Settlefin will in no event be liable for any indirect loss, damage, cost or expense of any kind whatsoever and howsoever caused, including but not limited to loss of profit.

In the event the Licensed Software or any part thereof, in Settlefin’s reasonable opinion, is likely to become the subject of a Third Party infringement claim, Settlefin shall have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Licensed Software so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Licensed Software in accordance with this Agreement; or (iii) terminate this Agreement and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.

The foregoing states the entire liability and obligation of Settlefin and shall be the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights of a Third Party caused by the Licensed Software or any part thereof.

8.2 By Customer. The Customer shall defend and indemnify Settlefin against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on (i) an infringement of any Intellectual Property Rights of such Third Party by Customer Data or other Customer systems, materials or software, (ii) any breach or violation by the Customer or its personnel of any provisions of this Agreement, and/or (iii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel. Such indemnity obligation shall be conditional upon the following: (i) the Customer is given prompt written notice of any such claim; (ii) the Customer is granted sole control of the defense and settlement of such a claim; (iii) upon Customer’s request, Settlefin fully cooperates with the Customer in the defense and settlement of such a claim, at Customer’s expense, and (iv) Settlefin makes no admission as to the Customer’s liability in respect of such a claim, nor does Settlefin agree to any settlement in respect of such a claim without the Customer’s prior written consent. Provided these conditions are met, the Customer shall indemnify Settlefin for all direct damages and reasonable costs incurred by Settlefin as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by the Customer pursuant to a settlement agreement.

For the avoidance of doubt, it is specified that the Customer will in no event be liable for any indirect loss, damage, cost or expense of any kind whatsoever and howsoever caused, including but not limited to loss of profit.

9. Fees

9.1 During the Term and as a consideration for the Software Service, the Customer agrees to pay the Fee as set forth in the Quotation.

9.2 Settlefin will invoice the Fees upfront on an annual basis, unless other invoicing arrangements are set forth in the Quotation. The Fee for the first subscription year (or other first invoicing period as agreed in the Quotation) will be invoiced by Settlefin on the Subscription Start Date. All payment obligations are non-cancellable and all amounts paid are non-refundable. All invoices for any charges under this Agreement are due and payable within thirty (30) calendar days of the invoice date, unless specified otherwise in the Quotation. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts. All amounts are payable in the currency mentioned in the relevant Quotation. All amounts not paid by the Customer on the due date mentioned in the invoice shall bear interest in accordance with the law of 8 August 2002 on combating late payments in commercial transactions.

9.3 Upon renewal of the Agreement after the expiration of the Initial Term, the Fees set forth in the Quotation will be increased by 7% for each successive Renewal Term.

10. Confidential Information

10.1 Under no circumstances may either Party disclose any pricing or business terms related specifically to this Agreement, or any negotiations thereof, to any Third Party (including, but not limited to, competitors, industry analysts, press or media).

10.2 Neither Party will use any Confidential Information of the disclosing Party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing Party. Each Party will use the same degree of care to protect the disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. Neither Party is allowed to disclose the other Party’s Confidential Information to any person or entity other than the receiving Party’s officers, employees, consultants and legal advisors who have a need to know such Confidential Information and who are bound by similar confidentiality obligations as those set out in this Agreement. Each individual or entity receiving Confidential Information pursuant to this subsection must have entered into a written confidentiality agreement the sole objectives of which are to further the intent of this article 10. The Customer will not disclose, orally or in writing, any benchmark tests of the Licensed Software to any Third Party. Each Party agrees to notify the other Party of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other Party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.

11. Data Protection

11.1 The Customer agrees and acknowledges that personal data (other than personally identifiable information of Permitted Users, IP addresses and other unique, non-personal identifiers such as Cookie IDs which are necessary for the provision of services under this Agreement) is processed by Settlefin only if and insofar the Customer chooses to make such data available when subscribing to or receiving the Software Service.

11.2 If, and to the extent, Settlefin processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Parties record their intention that the Customer shall be the data controller and Settlefin shall be a data processor and in that personal data will be processed in accordance with the provisions set forth in the Data Processing Annex attached to these Terms and Conditions.

12. Term and termination

12.1 Term. This Agreement shall enter into force and shall take effect as from the Effective Date and shall expire on the Subscription End Date (the “Initial Term”). This Agreement will renew for successive one (1)-year periods (each a “Renewal Term”) beginning at the end of the Initial Term, if the Customer provides written confirmation to renew before the end of the Initial Term or then current Renewal Term, as applicable.

12.2 Termination for material breach. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days from receipt of a default notice.

12.3 Insolvency. Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

12.4 Upon termination of this Agreement for whatever reason (i) the Customer shall promptly pay Settlefin all Fees and other amounts earned by or due to Settlefin pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer pursuant to this Agreement, including the rights to use the Licensed Software as per article 3, shall automatically terminate. Termination of this Agreement on whatever ground shall be without prejudice to any right or remedy that has accrued prior to the actual termination.

12.5 The provisions of this Agreement that are expressly or implicitly intended to survive termination shall survive any expiration or termination of this Agreement.

13. Miscellaneous

13.1 Applicable law and Jurisdiction. This Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either Party and in accordance with Belgian law, without giving effect to any laws of conflict. The competent courts of Antwerp will have exclusive jurisdiction over any dispute or controversy arising from or relating to this Agreement or its subject matter.

13.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

13.3 No Agency. No joint venture, partnership, employment, or agency relationship exists between Customer and Settlefin as a result of this Agreement or use of the Licensed Software.

13.4 No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.

13.5 Force Majeure. Except for the payment of the Fee by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, power failures, cyber crime, unauthorized access to Settlefin’s information technology systems by Third Parties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

13.6 Assignment. This Agreement may not be assigned by the Customer without the prior written approval of Settlefin but may be assigned by Settlefin to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of Settlefin’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.

13.7 Notice. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the address listed on the first page of this Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) calendar days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

13.8 Entire Agreement. This Agreement, together with any applicable Documentation, comprises the entire agreement between the Customer and Settlefin and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.