FRANZ BV – TERMS AND CONDITIONS
The following terms and conditions (hereafter “Terms”) apply to all business relationships between Franz and the Client. The last update to the Terms was posted on 04/02/2025.
- Definitions
- “Agreement” means the contractual relationship between Franz and the Client, including the Terms including any annexes, such as Franz’s Order Form and Data Processing Agreement, and any other applicable agreement between Franz and the Client.
- “API” means application programming interface, allowing two or more computer programs to communicate with each other.
- “Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including the Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs.
- “Client” shall mean the Client specified in the Order Form.
- “Client Data” all content, data or information provided, submitted, uploaded to or made available through the Franz-platform (either manually or automatically via API’s) by the Client or User.
- “Data Processing Agreement” means an agreement as set forth in Annex 2 to these Terms that governs the Processing of Personal Data by or for Franz in accordance with the Data Protection Laws.
- “Data Protection Laws” means all applicable laws relating to the processing of personal data including, while it is in force and applicable to the Client Data, the General Data Protection Regulation (Regulation (EU) 2016/679).
- “Error” means any material, verifiable and reproducible failure caused by the Franz-platform or API (specifically excluding any nonconformity resulting from Misuse).
- “Hosting Partner” means Google Cloud (or such other provider of hosting services Franz might contract in the future, as will be notified to the Client from time to time).
- “Implementation Services” means – to the extent applicable - the service of implementing and launching the Franz-platform for the Client to be operational, as may be agreed between the Client and Franz and set out in the Order Form.
- “Intellectual Property Rights” means any and all now or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighboring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; (e) layout design rights, design rights, topographic right (f) Internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis right and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
- “Order Form” means the order, by means of a written or electronic document signed by both Parties, as agreed upon between the Client and Franz, as set out on the cover page, titled “Order Form”.
- “Party” means either Franz or the Client individually.
- “Parties” means Franz and the Client collectively.
- “Professional Services” means any other services than described elsewhere in relation to the Franz-platform, as may be agreed between Client and Franz from time to time and set out in an Order Form.
- “Franz-platform” means the large language models (LLM)-based proprietary software-as-a-service platform and related services, features, content, programs or applications (web-based or mobile) developed and owned by Franz.
- “Subscription” means the Client’s subscription to use the Franz-platform during a Subscription Period in exchange for the Subscription Fee, as agreed between Franz and the Client in the Order Form.
- “Subscription Fee” means the monthly subscription fees, due by the Client in exchange for the Franz-platform and consisting of a usage based cost (“Usage Based Cost”) and a hosting cost (“Hosting Cost”), as specified in the Order Form.
- “Subscription Period” means the term of the Agreement, as specified in the Order Form.
- “Third Party” a natural or legal person, a government agency or other body, not being a Party to this Agreement or an affiliated party.
- “User” means any employee, freelancer, contractor, consultant, supplier or other representative of the Client permitted by the Client to use the Franz-platform by or on behalf of the Client for the Client’s internal business purposes in accordance with the intended purpose of the Franz-platform and the terms of the Agreement.
- “Workaround” means a suggested set of actions or recommendations intended, when properly implemented, to correct an Error in the Franz-platform or API and/or to restore the functionality of the Franz-platform or to provide equivalent or similar, but not inferior, functionality.
- Applicability and acceptance of these Terms
- These Terms take precedence over all other conditions from the Client or from a Third Party even where it is stated therein that only those conditions may apply and even if they were not protested by Franz. The application of the following Terms is for Franz an essential condition for the conclusion of the Agreement.
- By executing the Agreement, or any other document referring to these Terms or by using the Franz-platform, the Client acknowledges that it has read, understands and accepts these Terms and agrees to be bound by them. If you are an employee (or contractor) of the Client accepting these Terms on behalf of the Client, you represent and warrant that (i) you have full legal authority to bind the Client to these Terms; (ii) you have read and understand the Terms; and (iii) you agree on behalf of the Client to the Terms.
- License to use the Franz-platform
- Subject to the full and timely payment of the Subscription Fees and compliance with the Agreement, Franz hereby grants the Client a personal, restricted, non-exclusive, non-transferrable, non-assignable and worldwide license to access and use (and to allow access and use by its Users of) the Franz-platform and during the term of the Client’s Subscription solely for the Client’s internal business purposes in accordance with the Agreement. The foregoing license does not include the right to access any software code (including object code, intermediate code and source code) of the Franz-platform.
- Franz has the right to monitor the use of the Franz-platform in order to – among others – correctly calculate the price, and to verify whether the use is in compliance with the Agreement.
- The Client shall not: (i) make back-up copies of the Franz-platform without Franz’s authorization; (ii) arrange or create derivative works based on the Franz-platform without Franz’s express written consent; (iii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Franz-platform, or use the Franz-platform on behalf of any Third Party or make them available to any Third Party, nor allow or permit a Third Party to do any of the same; (iv) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Franz-platform, Implementation Services, Professional Services or any part of them except as expressly provided in these Terms; (v) remove or alter any copyright or other proprietary notice on any of the Franz-platform, Implementation Services or Professional Services.
- User Account
- The Single Point Of Contact (hereafter “SPOC”) appointed by the Client as included in the Order Form shall have to create a User account to use the Franz-platform. Franz may assign more User accounts within its sole discretion, upon request of the Client.
- The Client acknowledges and agrees that a User account is personal and that the login details may not be shared with Third Parties. If the Client has reasons to believe that its account details (or, if applicable, the account details of a User) have been obtained by non-authorized persons, it shall contact Franz as described in the Order Form immediately to suspend the User account.
- Franz reserves the right to suspend or terminate any User account that acts in violation of these Terms or the terms of use (if any).
- Professional Services
- Upon agreement between Franz and the Client as specified in writing in the Order Form, Franz may provide Professional Services to the Client. Unless stated differently in the particular Order Form, all Professional Services are charged as a non-refundable fee.
- Franz shall exercise reasonable care and skill in performing the Professional Services. The obligation to perform the Professional Services shall be regarded as an obligation of means and shall not bind Franz to achieve a predefined result. Franz will provide Professional Services in complete independence. Any timelines included in the Order Form or otherwise specified shall be deemed to be indicative only and shall not bind Franz unless expressly agreed to be binding. The provision of the Professional Services is at all times subject to the cooperation of the Client in good faith. In particular, and without prejudice to the generality of the foregoing, the Client shall provide on a timely basis any accesses, approvals, business rules and information as necessary to allow Franz to perform the Professional Services. Franz shall not be responsible or held liable for any delay or failure in the provision of the Professional Services resulting from the Client’s obligation to cooperate in good faith or to provide the necessary input. The scope of the Professional Services may only be changed in mutual agreement and such change(s) shall be documented in writing.
- The relationship between the Parties is that of independent contractors. Neither Party is an agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party’s prior written consent for express purposes connected with the performance of this Agreement. In no case shall the Client exercise (or be deemed to exercise) partial or complete employer’s authority over Franz’s personnel.
- Implementation Services
- To the extent agreed between the Parties in the Order Form, Franz shall perform the set-up and/or configuration of the Franz-platform in accordance with the description set out in the applicable Order Form.
- After the execution of the Implementation Services by Franz, Parties will organise a feedback-round in this respect. After this feedback-round (and possible adjustments, as agreed between Parties), Franz will formally close the Implementation Services-phase. Between the end of the Implementation Services phase and the actual full use of the Franz-platform a brief period of time may occur.
- Maintenance, Support and Hosting
- If the Client requests Franz to provide technical support in relation to an Error, Franz will use commercially reasonable efforts to provide a resolution or Workaround for Errors encountered during the usage of the Franz-platform, in accordance with the Service Levels set forth in Schedule 1 to these Terms.
- The Franz-platform will be hosted on a public as well as a private hosting cloud. The Client represents and warrants that it accepts the terms and conditions of the last version of the Hosting Partner’s terms of use as available on 04/02/2025. The Client on behalf of its Users give the Hosting Partner the permission to process all Personal Data as contemplated by this Agreement.
- Franz does not warrant that the Franz-platform shall be available on an uninterrupted basis and the Client agrees that the Franz-platform may be unavailable during periods of planned or unplanned maintenance undertaken by Franz or the Hosting Partner. To the extent reasonably possible, Franz shall notify the Client at least 48 hours in advance of any planned maintenance. Maintenance that potentially impacts the availability of the Franz-platform will be scheduled outside working hours (between 19h00 and 06h00).
- Client data
- All Client Data (including Intellectual Property Rights vested therein) shall remain the property of the Client. The Client hereby grants to Franz a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, modify, transmit and display the Client Data as necessary for the purposes of this Agreement.
- The Client shall indemnify and hold Franz harmless for any claims in relation to the Client Data.
- The Client shall make fair and reasonable use of the system interaction capabilities of the Franz-platform and the accessory API and shall refrain from any excessive subtraction of data out of the Franz-platform. Franz will, at its own discretion, determine what is reasonably permissible. If the Client exceeds such fair and reasonable use, Franz may limit the system interaction and subtraction capabilities of the Franz-platform and charge the Client the additional infrastructure costs at the rates specified in the Order Form.
- Derivatives of Client Data, on strictly anonymized and aggregate basis, generated from Client’s use of the software shall be used by Franz, to build the underlying model of the Franz-platform and to provide you and other clients with improved software. By using the Franz-platform, you agree to full transfer of ownership on such derivative data.
- The Client is solely responsible for the accuracy and correctness of Client Data. Franz shall in no case be responsible for damages or liability resulting from inaccurate or incorrect Client Data inputted in the Franz-platform. The Client hereby acknowledges and agrees that the accuracy and quality of the output data is dependent on the accuracy and correctness of the Client Data. The Client (and, if applicable, each User) shall bear full responsibility for the use, interpretation or implementation of the output data generated by the usage of the Franz-platform and Franz cannot be held liable for any damage suffered by the Client (or, if applicable, the end Users) as a result thereof.
- The Client warrants to Franz that the Client Data shall not infringe the Intellectual Property Rights or other legal rights of any Third Party and shall not breach applicable law.
- Intellectual Property
- Franz exclusively owns and retains all rights, titles, interests in and to all Intellectual Property Rights in or pertaining to its Franz-platform (including any updates or upgrades thereof and the underlying software, computer programs, platforms, applications, algorithms, software code and methodology pertaining thereto), the Professional Services, the Implementation Services, its website and all the documentation and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine-readable or printed form, including but not limited to (i) all software and materials which are related to the Franz-platform, the Professional Services, the Implementation Services, its website and (iii) all related technical know-how. The Client agrees to be bound by and observe the proprietary nature of the Franz-platform. The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Franz-platform, or visible during its operation, or on media or any documentation. The Client shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.
- Franz does not claim to have any intellectual right, title or interest in any of the text, images or other proprietary content of the Client that may be uploaded to the Franz-platform by the Client. The Client and its Users are responsible for all content uploaded to the Franz-platform.
- It is expressly understood, acknowledged and agreed that for any reasonable suggestions, comments and feedback regarding the Franz-platform, the Client grants Franz a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid license to use such feedback freely for his own purposes.
- The Franz-platform may contain service marks or trademarks of Franz, as well as those of his affiliates or other companies, in the form of words, graphics, and logos. The use of the Franz-platform by the Client does not constitute any right or license for the Client to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. The Franz-platform is also protected under international copyright laws. The copying, redistribution, use or publication by the Client of any portion of the Franz-platform is strictly prohibited. The use of the Franz-platform does not grant the Client or the User ownership rights of any kind in the Franz-platform.
- Financial Terms
- The Client will be charged a Subscription Fee, as indicated in the Order Form. The Subscription Fee is a monthly fee, paid by the end of the relevant month and with regard to the Usage-Based Cost based on the average usage of the Franz-platform in the past month.
- The Subscription Fee will be non-refundable. There will be no refunds or credits for partial years of license to use the Franz-platform, account cancellations or refunds for years unused with an open account.
- During the term of the Agreement, Franz reserves the right to annually on the first (1st) of January, revise its pricing, fees, rates and charges on the basis of the Agoria DIGITAL index which is linked to the reference hourly wages in the technological industry published by the employers’ federation Agoria by applying the following formula: p = P0 * [0,2 + 0,8 * (S/S0)] whereby:
p = the revised price/feeP0 = the initial price as determined in the Order FormS0 = the national average reference salary in the digital and technological industry as published by Agoria (i.e. Agoria DIGITAL) (hereafter: “Reference Salary”) on the effective date of this Agreement available at www.agoria.be (or, if this index is no longer published, the index replacing it or failing such index by another index reflecting the increases of labor cost (in the digital or technological industry))S = the Reference Salary at the moment of revision.
- The Subscription Fee may only be renegotiated at the time of renewal of the Agreement. Franz shall inform the Client of any proposed price changes at least three (3) months prior to the end of the then-current Subscription Period. In the event the Client does not agree to such price changes, the Client may terminate the Agreement in accordance with this Agreement.
- The Client must provide Franz with accurate billing information and keep this information up to date.
- By subscribing to the Franz-platform, the Client gives Franz the right to bill Client via the payment methods as agreed in the applicable Order Form, for license fees connected with the Franz-platform such as renewal fees or fees for Professional Services or Implementation Services. For any change in the Subscription Fee due to requested additional services by the Client, Franz will automatically charge the Client’s credit card that they provided or bill the Client via other payment methods for the new rate on the next billing cycle.
- All undisputed invoices (or parts thereof) must be paid and payment must be received within thirty (30) days after the invoice date. Disputes must be notified by registered mail (containing the reason for such disputes) within ten (10) business days after the invoice date, failure to do so shall result in the invoice being deemed accepted by Client. In case of non-payment of an invoice, all outstanding invoices, even those not yet due, shall become due by operation of law and without notice of default.
- Any amounts of undisputed invoices (or parts thereof) that have not been paid on the due date shall automatically and without notice be subject to a late payment interest equal to the rate applicable pursuant to the Belgian law of 2 august 2002 (as modified from time to time), which interest shall be compounded daily as of the due date until receipt of full payment. In addition, Client shall pay all costs incurred by Franz, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this Agreement, with a minimum of 250 EUR If the Client fails to pay outstanding amounts, Franz can suspend its obligations and Client’s rights until receipt of payment.
- In the event the use of the Franz-platform, Professional Services or Implementation Services give rise to additional costs and/or expenses for the Client from Third Parties (including but not limited to software integration costs), such costs are exclusively the Client’s responsibility and cannot be claimed from Franz.
- The Client will pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties not based on net income of Franz that are assessed on or as a result of this Agreement. Any such taxes, (bank) fees, and duties collected by Franz from the Client on behalf of a governmental agency or financial institution shall not be considered a part of, a deduction from, or an offset against, payments due to Franz under this Agreement.
- All fees payable to Franz under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client undertakes to pay Franz such additional amounts as are necessary in order that the net amounts received by Franz after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client.
- All prices are stated in EUR unless stated otherwise.
- Confidentiality
- Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose confidential and/or proprietary materials relating to the Disclosing Party’s business (Confidential Information). Each Party hereby undertakes, with respect to the Confidential Information (learned during the negotiation and/or performance of the Agreement) to (i) only use it for the performance of the Agreement; (ii) adequately protect and secure it; and (iii) keep it secret and not disclose it, to any person other than with the prior written consent of the Disclosing Party, or its agents, employees, professional advisors, subcontractors or consultants who have a direct “need to know” to such Confidential Information for the sole purposes of the execution of its rights and obligations under the Agreement. The Parties shall ensure that the aforementioned persons are bound by confidentiality obligations which are not less stringent than those set out in these Terms. Each Party shall promptly notify the other Party if it becomes aware of any breach of confidence and shall give the other Party all reasonable assistance in connection therewith.
- This clause also implies that the information of different clients will be treated confidentially by Franz, to the extent applicable.
- The provisions of this clause 11, shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of these Terms; (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party; (iii) is lawfully obtained from a third party; (iv) can be shown to have been created by the Receiving Party independently of the disclosure under these Terms; or (v) is required to be disclosed by any law or regulation or by any judicial or governmental order or request.
- The provisions of this clause 11 shall continue in force during [5] years following the termination of the Agreement.
- Privacy and Data Protection
- Each Party shall comply with the applicable Data Protection Laws. Client represents and warrants to Franz that it has the legal right to disclose any personal data that it makes available to Franz under or in connection with this Agreement. Franz shall process such personal data (including but not restricted to Client Data) in accordance with the Data Processing Agreement (“DPA”), as set forth in Annex 2 to these Terms.
- If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to processing of personal data carried out under this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
- Warranties
- Insofar and to the fullest extent permitted under applicable law, the Franz-platform is provided “as-is,” “as available”. Franz does not make any other representations or warranties, express or implied, concerning any matter under this Agreement and, to the maximum extent permitted by applicable law, Franz disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement.
- Without prejudice to the foregoing, the Client understands and agrees that the use of the Franz-platform is at the Client’s own risk and that the Client will be solely responsible for its use thereof and any damages to the Client.
- Liability
- Limitation of Liability. The limitations and exclusions of liability set out in this clause and elsewhere in the Agreement govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement. Subject to the maximum extent permitted by applicable law, Franz's liability under this Agreement in respect of each event and each calendar year (or series of connected events) shall not exceed the total amount of all fees paid by the Client to Franz under the present Agreement, including Setup Fees, Subscription Fees, and Usage Fees, for a period of one (1) year prior to the date of the event (or last of the series of connected events) giving rise to the claim.
- Force Majeure. Neither Party shall be liable to the other Party in respect of any losses arising out of a force majeure event, except otherwise provided in the Agreement. A force majeure event means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any Third Party, social strikes or actions, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars). For the avoidance of doubt, a temporary and short unavailability of the Franz-platform will not lead to any liability whatsoever on behalf of Franz.
- Indirect Liability. Under no circumstances shall Franz be liable to the Client for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, anticipated savings, lost revenue or income, loss of use or production, loss of business, loss or corruption of data, loss of database or software, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and Third Parties’ claims. Each Party shall have the duty to mitigate damages.
- Indemnification
- Franz shall defend and indemnify Client against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the Franz-platform and excluding any claims resulting from (i) Client’s unauthorized use of the Franz-platform; (ii) Client’s or any Third Party’s modification of the Franz-platform; and/or (iii) Client’s unauthorized use of Third Party Materials.
- Such indemnity obligation shall be conditional upon the following: (i) Franz is given prompt written notice of any such claim; (ii) Franz is granted sole control of the defence and settlement of such a claim; (iii) upon Franz’s request, Client fully cooperates with Franz in the defence and settlement of such a claim, at Franz’s expense; and (iv) Franz makes no admission as to Franz’s liability in respect of such a claim, nor does Client agree to any settlement in respect of such a claim without Franz’s prior written consent. Provided these conditions are met, Franz shall indemnify Client for the damages and costs incurred by Client as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Franz pursuant to a settlement agreement.
- In the event the Franz-platform, in Franz’s reasonable opinion, is likely to or become the subject of a Third-Party infringement claim, Franz shall have the right, at its sole option and expense to: (i) modify the ((allegedly) infringing part of the) Franz-platform so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for Client a license to continue using the Franz-platform in accordance with this Agreement; or (iii) terminate the relevant Agreement and pay to Client an amount equal to a pro rata portion of the Subscription Fee paid to Franz hereunder for that portion of the Franz-platform which is the subject of such infringement.
- The foregoing states the entire liability and obligation of Franz and the sole remedy of Client with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Franz-platform or any part thereof.
- Client shall indemnify, defend and hold harmless Franz, its affiliates, and its officers, directors, employees and agents from and against any loss, expense, cost (including reasonable attorney’s fees), liability, damage or claim by a Third Party made against any of said indemnitees to the extent arising in connection with Client’s (including, without limitation, any of its affiliates and its or their officers, directors, employees or agents) use of the Franz-platform, its infringement of any Third Party Intellectual Property Rights or Third Party Materials, gross negligence or willful misconduct, fraud, and breach of any representation or warranty made under this Agreement.
- Audit
- Any audit with respect to compliance with these Terms by Client and, in particular, the monitoring of the use of the Franz-platform, will be executed remotely through the Franz-platform. This monitoring is mainly focused on, but not strictly limited to, detecting overuse of the license and the detection of the unreasonable use of the storage capacity and API’s of the Franz-platform.
- Term and Termination
- The Client’s Subscription shall commence on the effective date as specified in the Order Form and shall continue for a duration of one (1) year. After the first Subscription Period, the Client’s Subscription shall automatically and tacitly renew for consecutive periods of one (1) year each, unless either Party notifies the other Party in writing of its intent to end the Subscription (and thus the Agreement) at least, respectively, three (3) months’ notice, or unless there is a termination for cause in accordance with this clause 17. Any termination at any given time will take effect immediately, unless mutually agreed otherwise. For the avoidance of doubt, in such case, there will be no refund of the Subscription Fee
- Termination for cause by Franz. Franz may terminate the Agreement or suspend access to the Franz-platform, Professional Services, Implementation Services or any other services granted by Franz, by written notice to the Client if the Client fails to pay Franz the Subscription Fee before the expiration date or violates these Terms (or other terms of the Agreement) and the Client fails to cure such failure to pay or breach within 15 days from the date of such notice. The Client acknowledges and agrees that any use of the Franz-platform outside the scope of the license as set forth in the Agreement, unless such use has been expressly approved in writing by a duly authorized representative of Franz, the Misuse of system resources or when Franz reasonably suspects that the Client is using the Franz-platform to break the law or infringe Third Party rights, shall entitle Franz to immediately terminate - or alternatively, at Franz’s discretion, suspend - one or more of the licenses granted under the Terms for material breach by the Client, without any formalities being required and without prejudice to any other right or remedy available to Franz pursuant to these Terms or under applicable law.
- Termination for cause by a Party. Either Party may terminate the Agreement by written notice to the other, 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.
- Consequences of termination. The Client understands that if the Client terminates this Agreement, the Client will lose access to the Franz-platform and any Client Data the Client has provided thereon. Upon termination of the Agreement, the Client shall promptly pay Franz any fees due pursuant to the Agreement, up to and including the date of termination. The Client understands that Franz is not required to provide him with copies of such Client Data nor continue to maintain copies of such Client Data on the Franz-platform. Franz will not retain Client Data beyond a term of thirty (30) days after termination of the Agreement. If requested by the Client upon termination of this Agreement, Franz shall make it possible for the Client to download all Client Data stored in the Franz-platform on an external hard disk or on any other digital means as provided by the Client.
- Dispute Settlement
- Parties shall exercise reasonably good faith efforts to resolve any dispute, controversy or claim arising in connection with this Agreement. Whenever necessary or opportune the Parties shall escalate the dispute to the next business level. For the avoidance of doubt, the dispute resolution shall have no impact on the Parties’ termination rights and the Parties’ other rights under the Agreement.
- When Parties have not been able to resolve their dispute amicably after 30 days, the legal controversy or legal claim arising out of or relating to the Terms and/or the Franz-platform shall be settled by the competent Belgian courts in accordance with Belgian law (preferred clause).
- Any cause of action by the Client with respect to the Franz-platform, must be instituted within one year after the cause of action arose or be forever waived and barred.
- Miscellaneous
- Non-solicitation. During the Agreement and until 12 months after termination, neither Party shall hire any staff from the other Party directly or indirectly as an employee or on any other basis, nor will either Party attempt to do so. In the context of this clause, the term "staff" means all personnel, employees or other persons, such as freelancers or subcontractors.
- Severability. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any content in the Franz-platform conflicts or is inconsistent with the Agreement, the Agreement shall take precedence.
- No Waiver. Franz’s failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
- Survival. The rights of Franz under the Agreement shall survive the termination of the Agreement.
- Non-Assignment. The Client shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Franz’s prior written consent. Franz’s consent should be requested by registered letter, disclosing the identity of the prospective transferee. Subject to any restrictions on assignment herein contained, the provisions of the Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assignees.
- Amendments. The Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto.
- Publicity. Unless agreed otherwise in writing, Franz shall have the right to use any trademarks or other marks of Client (including Client’s corporate name) for marketing or promotion purposes, such as (but not limited hereto) Client references on Franz’s website, announcement of a new Client and sales presentations.
- Applicable law and competent courts. As applicable, the Agreement shall be governed by and construed in accordance with the laws of Belgium. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. The Parties hereto submit to the exclusive jurisdiction of the Commercial Court of Ghent (Belgium).