Terms and Conditions

Version 2025

1. Definitions

“Terms and Conditions” means the current Terms and Conditions that apply to all agreements concluded between PimLayer and Implementation Partners or Customers, unless expressly agreed otherwise in writing. These also apply to any demo accounts.

“User” means any person who is authorised by the Implementation Partner or Customer to gain access to PimLayer’s services, including employees, hired specialists and other authorised users.

“Licensed Materials” means PimLayer and any documentation (video, text, image) made available by PimLayer to a User.

“Incident” means any event that causes a disruption in the functionality, accessibility or performance of PimLayer’s services, including interruptions in access, technical failures and performance degradation, unless otherwise stated in the agreement.

“Out-of-scope incident” means a disruption that is not caused by PimLayer or its direct suppliers. This includes, but is not limited to, incidents resulting from unsupported data formats, failures in third-party software, network failures at the customer, or incidents resulting from hacking or cyberattacks beyond PimLayer’s control.

“Effective Date” means the effective date as stated on the front page of each agreement.

“Initial Term” means a period of one (1) year that commences on the Effective Date, unless the Parties have agreed on a different Term.

“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights to software programs (both in object code and in source code), design rights, database rights, ownership rights to know-how, trade names and all rights or forms of protection of a similar nature.

“Customer”: the legal entity that enters into contractual relations with PimLayer for the purpose of having its employees use the software.

“Implementation Partner”: an intermediary party that can help with the sale of PimLayer and/or can be responsible for the implementation of PimLayer at the Customer.

“Customer Data”: all data of which the Customer is the owner or which is in its possession and which is entered or uploaded by the Customer or the Users when using the Product, and as processed or stored by PimLayer as a result of the use of the Product. Customer Data also includes output data resulting from the processing by PimLayer of this data.

“Licence Fee(s)” means the periodic licence fee due for the rights of use granted for PimLayer.

“Force Majeure” means a temporary or permanent inability of a Party to fulfil its (non-monetary) obligations, as a result of unavoidable, unforeseeable and external facts and circumstances that are reasonably beyond the control of that Party.

“Confidential Information” of a party means the information of that party, in written, oral, electronic or other form, and that (i) is expressly designated as confidential or protected by ownership rights, or (ii) must reasonably be regarded as confidential or has traditionally been regarded as confidential, whether or not it is expressly designated as confidential, including, but not limited to, all materials, papers, databases, drawings, schedules, calculations, figures, procedures, processes, business methodologies, contracts (including this Agreement), financial, technical and legal information, budgets, sales, marketing, public relations, advertising and commercial plans, ideas, strategies, product roadmap, projections, business plans, strategic expansion plans, products and product designs. The Confidential Information of PimLayer also includes, without any limitation, the software itself.

2. Licence

Subject to the Terms and Conditions of this Agreement and timely payment of the applicable Licence Fees, PimLayer grants the Customer a personal, limited, non-exclusive, non-transferable licence to use PimLayer. In the event of non-payment of the Licence Fees, the Customer (and the Users) will no longer be entitled to use the Product. If the customer does not comply with these Terms and Conditions or the provisions in the Licence Agreement, the use of PimLayer may be discontinued immediately.

With a Demo Account, a user is granted a limited, revocable, non-exclusive, non-transferable right to use the software during a limited term and on the condition that the Demo User continues to comply with the Terms and Conditions. PimLayer has the right at all times to revoke or restrict this right of use, without any obligation towards the Demo user.

The Customer or Implementation Partner may not (i) edit the Licensed Materials or create derivative works based on the Licensed Materials; (ii) assign, distribute, sub-license, rent out, transfer, sell, lease, encumber or otherwise trade or burden the Licensed Materials, or use the Licensed Materials on behalf of a third party or make them available to a third party, nor allow a third party to do the same; (iii) copy, duplicate, subject to reverse engineering, subject to reverse compilation, disassemble, record or otherwise reproduce the Licensed Materials; (iv) remove or modify any indication regarding copyrights or other ownership rights on any of the Licensed Materials, unless expressly stated otherwise in this Agreement.

The Licensed Materials are provided “as is” and are deemed to have been accepted by the Customer upon their activation.

3. Pricing of PimLayer

A Licence Agreement is entered into for an initial period of one (1) year and is thereafter tacitly renewed by one (1) year each time, unless one of the parties terminates in good time. Termination must be done in writing, at least three (3) months before the annual expiry date.

PimLayer offers a customised price structure that is tailored to the specific needs and scale of each customer. This ensures that customers receive a solution that fits perfectly with their business processes and objectives.

PimLayer reserves the right to evaluate the price structure annually and, if necessary, to adjust it. Any price changes will be communicated to the customer in writing at least sixty (60) days before the effective date.

If during the term of the agreement it appears that the needs or use of the customer have increased significantly, PimLayer reserves the right to adjust the pricing accordingly. This is done in consultation with the customer to find a suitable solution that does justice to the increased use.

4. Offering connectors and add-ons

Partners, Users and third parties are expressly prohibited from offering any connectors, add-ons or API modules, except with the express consent of PimLayer.

5. Onboarding only through a certified Implementation Partner

If the Customer wishes to make use of external support for the onboarding or initial configuration of PimLayer, this support may only be provided by an Implementation Partner certified by PimLayer.

6. Ownership of the Customer Data and obligations

The Customer warrants to PimLayer that the Customer Data does not infringe the Intellectual Property Rights or other legal rights of third parties, and does not infringe the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. The Customer acknowledges and agrees that it is solely responsible for the Customer Data that is distributed through or accessible via the Product (including all output data generated by the Product).

PimLayer is in no event responsible or liable for such Customer Data. In particular, the Customer warrants and guarantees that no Customer Data is distributed through the Product that in any way, in the sole judgment of PimLayer, is contrary to any law or regulation or has an adverse or negative impact on, or is a reflection of, PimLayer’s name, reputation or goodwill.

7. Use of trademarks and publicity

By entering into a Licence Agreement, the Customer grants PimLayer the right to use its company name and logo in marketing materials, customer references, case studies and promotional communications, including but not limited to the website, social media and newsletters. This use serves solely to illustrate the use of PimLayer.

PimLayer will not share confidential business information of the Customer without prior written consent. Likewise, the Customer may mention PimLayer as a technology partner in its own marketing communications, provided this is correct and in accordance with PimLayer’s brand guidelines.

8. Hosting

The software is hosted by PimLayer in the data centers of PimLayer’s Hosting Partner. If applicable, the Customer will agree to and comply with the applicable terms of this Hosting Partner.

PimLayer gives no direct, indirect, explicit or implicit guarantee whatsoever for the uninterrupted availability of the Product, but PimLayer will use its best efforts to provide the availability and uptime of the Product. The Customer acknowledges that the hosting services and the Products may not be available during periods of planned maintenance by PimLayer or the Hosting Provider. Where reasonably possible, planned maintenance will take place outside working days and PimLayer will notify the Customer of planned maintenance as soon as reasonably possible. Nevertheless, PimLayer and the Hosting Provider reserve the right to carry out unplanned maintenance at any time if this is necessary for security reasons or other reasons that require immediate maintenance. PimLayer or the Hosting Provider will not be held liable for any damage arising from such unavailability of the Product.

Incidents caused by one of the following elements are not included in the Licence Agreement and may lead to additional costs charged by PimLayer: (i) out-of-scope incident; (ii) misuse or improper use of the Product; (iii) modification of or addition to the Product that is not carried out by or with the consent of PimLayer; (iv) incorrect configuration that is not carried out by or with the consent of PimLayer; (v) the use of incorrect data or data structures; (vi) any installation other than a supported release; (vii) hacking or hacking attempts by an outsider.

9. Intellectual property rights and confidentiality

PimLayer is and remains the sole and exclusive owner of all Intellectual Property Rights relating to the Licensed Materials and the Services (including all new versions, updates, modifications, extensions, changes or improvements). No rights are granted or transferred to the Customer or Implementation Partner. Nothing in this Agreement transfers any title, ownership right or Intellectual Property Rights in or to the Licensed Materials or Services to the Customer, Implementation Partner or any third party. The Customer or Implementation Partner agrees not to remove, suppress or modify in any way any ownership indications, including trademark or copyright indications, and will include or reproduce such indications in all permitted backup copies or other copies.

Each Party will treat all Confidential Information relating to the other Party as strictly confidential and will not disclose it or make it available to third parties, with the exception of its employees, advisers, agents or consultants where such disclosure is necessary for the performance of this Agreement and provided that they are bound by at least equally strict confidentiality obligations. Confidential Information that is disclosed within the framework of the Agreement may not be used by the recipient thereof for purposes other than those required for the fulfilment of its obligations under the Agreement.

10. Third-party claims

The Customer indemnifies, defends and holds PimLayer harmless against all damages, losses, costs and expenses (including reasonable attorney’s fees) suffered or incurred by PimLayer (including its Partners, agents, contractors, directors, employees or representatives) arising from the infringement by the Customer or Implementation Partner of Intellectual Property Rights of a third party or other rights of that third party. As a result of this Licence Agreement, the liability of PimLayer will not exceed an annual amount of Licence Fees. PimLayer is not liable for any indirect, punitive, special, consequential or similar damages (including damages for lost profit, lost income, loss of business, loss of or damage to data, loss of customers and contracts, loss of goodwill, the cost of obtaining replacement goods or services, and reputational damage) regardless of whether this arises from negligence, breach of contract or breach of a statutory duty or otherwise.

11. Fees and payment terms

The Customer will pay all Fees within thirty (30) days after the invoice date. In the event of non-payment, PimLayer may decide to unilaterally suspend access to the platform until the outstanding and overdue amounts have been paid.

On amounts of undisputed invoices that have not been paid within one and a half months after the invoice date, default interest of ten percent (10%) per month is charged automatically and without notice. In addition, compensation of 10% of the amount of the unpaid invoices is due.

12. End and termination

A licence agreement is concluded for an initial period of one year and will thereafter be tacitly renewed each year. Each party may terminate this agreement, without giving reasons and without compensation, on the expiry date, provided written notice thereof is given at least three months before that expiry date. The Licence Fee is subject to price changes due to inflation, according to the health index.

If PimLayer adjusts the price structure or adjusts the Licence Fee for the customer because of changed needs, the customer always has the right to discontinue the Licence Agreement, without compensation from either side.

13. Disputes

The Agreement is governed by and interpreted in accordance with Belgian law and the Parties submit to the exclusive jurisdiction of the courts of Ghent.