inMotiv General Conditions

Article II. Products and services

1. Products

1.1. The Products are delivered as described on the quotation, invoice or the agreement(s) with the customer.

1.2. Delivery times are only indicative and depend on the availability of the Products and/or their delivery by third parties. Exceeding the delivery period does not give any right to compensation or termination of the agreement(s).

1.3. In all circumstances, inMotiv retains ownership of all Products purchased and delivered by the customer and ownership only passes to the customer after full payment of the agreed price, costs and any interest and damages. Nevertheless, the risks of loss, destruction or damage to the Products will be fully borne by the customer from the moment they are delivered to him. Until the customer has not paid for the Products or not in full, the Customer is prohibited from making any act of disposition regarding the Products, including sale, exchange, donation, loan, pledge or any other act of disposition. The customer undertakes to immediately notify inMotiv in writing of any seizure of the Products by a third party.

1.4. The customer is obliged to check the Products immediately upon delivery for any defects or non-conformity. The customer acknowledges and accepts that inMotiv can also invoke against the customer the exceptions, exonerations and warranty limitations that the manufacturer or supplier of the Products can invoke against inMotiv.

1.5. Non-conformity or visible defects must be duly reported to inMotiv by registered letter within five (5) working days after the aforementioned inspection and delivery, failing which the complaint will not be accepted. In any case, hidden defects must be reported within one (1) year after delivery and inspection, failing which the complaint will not be accepted.

1.6. Articles 1.4 and 1.5 of these general terms and conditions only apply to Products that are the subject of the agreement(s) with the customer and as stated in the quotation, order confirmation and/or invoice. Modified or processed Products will under no circumstances be taken back and/or refunded by inMotiv.

1.7. Complaints as referred to in Articles 1.4 and 1.5 of these general terms and conditions do not suspend the customer’s obligations under the agreement(s) with inMotiv (including but not limited to his payment obligations).

1.8. Only the customer is liable for the specific use he makes of the purchased Products and/or the purposes for which he uses these Products.

1.9. Without prejudice to Articles III and IX of these general terms and conditions, in the event of non-payment or late payment of invoices relating to the Products, inMotiv has the right to terminate the agreement(s) immediately, by operation of law and without notice of default, at the expense of the customer. to be considered. At that time, inMotiv is entitled to retrieve delivered Products from the customer, without this affecting inMotiv’s right to compensation for any damage.

2. Services

2.1. inMotiv will make every effort to provide the Services in accordance with the provisions of the agreement(s) and to provide customers with access to the Services, without this in any way being seen as a result obligation on the part of inMotiv.

2.2. Unless otherwise agreed in writing, execution times are only indicative.

2.3. inMotiv has the right to rely on subcontractors, external suppliers or service providers for the performance of the Services.

3. General

3.1. In the event of delivery and/or making software available to the customer in the context of the Services (e.g. in the form of “Software as a Service” (SaaS)), inMotiv will grant a license to use the software to the customer in accordance with the terms and conditions of a license agreement to be concluded separately.

3.2. The delivery of Products and Services from inMotiv does not include the installation by inMotiv of hardware and/or software at the customer, unless this is explicitly provided for in the agreement(s).

3.3. If inMotiv has performed services that fall outside the content or scope of the agreements and/or the Services, including answering a customer request to offer a service in project form, analysis, consultation, budget, quotation and preparation, these services will will be charged separately and in full to the customer at the rates stated under Article III, even if the customer decides not to respond to the quotation, or withdraws the quotation request while inMotiv has already performed services for it.

3.4. The customer acknowledges and accepts that any intervention by inMotiv for changes, additional work, maintenance and/or repair(s) in the context of the agreement(s) or the Services can be charged to the customer at the rates in accordance with Article III. These changes, additional work, maintenance and/or repairs may result in the Service(s) and/or the data on or connected to the Services being unavailable or unusable during the duration of these interventions, without inMotiv may be liable in any way for any damage the customer may suffer as a result.

3.5. The provisions of current Article II only apply to the (parts of the) Products or Services that are the subject of the agreement(s) with the customer. inMotiv is in no way liable for any defects relating to (and/or cannot provide any guarantee for) products, software and/or services of third parties and/or changes or extensions made by third parties to or relating to the Products or Services.

Article III. Prices

All rates used by inMotiv are in EUR and exclude VAT, levies and taxes (which are fully borne by the customer), unless explicitly agreed otherwise.

1. Hourly rates for services

When performing services, inMotiv uses fixed hourly rates that apply to all started assignments or services. Changes to these hourly rates will be announced 30 calendar days in advance via one or more of the usual channels (company website, the relevant application, invoice attachment, email, letter, etc.)

2. Transaction rates

For services that are charged on a transaction basis, inMotiv reserves the right to change the transaction rates. Changes to these transaction rates will be announced 30 calendar days in advance via one or more of the usual channels (company website, the relevant application, invoice attachment, email, letter, etc.)

3. License rates

inMotiv reserves the right to revise its license rates (on a monthly, quarterly or annual basis) annually by a maximum of 80% in the event of (i) an increase in one or more real cost price factors or (ii) an increase in government levies. At the request of inMotiv, the rates can be revised according to the following formula:

p = P [a x (M/M°) + b]

The symbols used represent the following price elements:
p = the revised price
P = the price as initially determined
M = the index figure of the reference wages, determined during the execution (Agoria index)
M° = the index figure of the reference wages, applicable at the time of signing the agreement with the customer (Agoria index).
In the above revision formula, the coefficients a and b have the fixed values given below respectively:
a = maximum 0.80
b = 0.20

4. Payment method and invoicing

4.1. InMotiv invoices are sent to the customer by post or e-mail. The customer expressly agrees to receive electronic invoices. In any case, payment by the customer of an electronic invoice from inMotiv results in the customer’s tacit agreement to receive electronic invoices.

4.2. The customer undertakes to pay inMotiv’s invoices via online payment, payment card, direct debit or transfer. Each invoice is payable in cash, expressly within thirty (30) days after the invoice date. The payment date is the date of receipt of payment into our account, not the date of transfer by the customer.
If the customer does not opt for direct debit by direct debit or online payment, all invoices must be paid to inMotiv to the account number of the entity that provides and invoices the relevant service stated below:

Impact Software N.V.: IBAN BE27 0682 5056 5373 – BIC GKCC BE BB

4.3. Without prejudice to any special provisions in agreements between the customer and inMotiv, the customer pays at the beginning of the period covered by the agreement(s) with inMotiv an amount equal to the rate for the duration of the concluded agreement. The subsequent prepayments apply for periods at least equal to the initial period.

4.4. In the event of late payment, in addition to default interest, the customer will owe a fixed compensation of 10% on the unpaid invoice amount, with a minimum of EUR 150, to cover the extrajudicial collection costs caused by the non-payment, without prejudice to the inMotiv’s right to claim compensation for the judicial collection costs caused by the non-payment and to claim compensation for other damage items that are not purely caused by the non-payment.
In the event of full or partial non-payment of the amount due on the due date, the invoice amount will be increased by operation of law and without prior notice of default, with interest of 10% per year on the unpaid invoice amount. Complaints will only be accepted if they are communicated by registered letter within 8 days of the invoice date. The revocation of a payment by direct debit or credit card can under no circumstances be considered a termination of the agreement(s) with inMotiv.

4.5. In the event of non-payment of invoices by an underage customer, his or her parents or guardian are responsible.

4.6. In the event of non-payment on the date on which one or more invoices become due, all outstanding but not yet due invoices will become due and payable to the customer by operation of law and without prior notice of default.

4.7. If the customer consists of several persons (natural and/or legal entities), they are jointly and severally liable for the payments to which these general terms and conditions and/or the agreement(s) with inMotiv oblige them.

4.8. Without prior written permission from inMotiv, compensation by the customer is not permitted.

4.9. An invoice protested by the customer must be notified to inMotiv by registered letter within fifteen (15) days, stating the reason(s) for the protest.

Article IV. Terms and Conditions for Accessing the Services

1. By providing a password (“password”) and an access code (“login”), InMotiv gives the customer permission to log in to the (online) Services. The customer declares that he is aware of the operation of the Services and of the applicable conditions (of use) as stated under Article V of these general terms and conditions and that he accepts their application.
2. The customer also declares that he accepts that inMotiv stores ‘cookies’ on his computer. These cookies contain information such as website preferences or login status, which is necessary to access the Services. Cookies do not contain any personal data. Cookies must be accepted and stored on each individual computer that the customer uses to use the Services.
   In accordance with the provisions of the law of 13 June 2005 on electronic communications (in particular Article 129), the customer agrees to the way in which the cookie is used.
   The following types of cookies can be used:

• • • Temporary cookies: these cookies are deleted as soon as the customer closes his browser and are essential to use the Services.
  • • Persistent cookies: these cookies are used to transmit information to the inMotiv web server and remain stored on the customer’s computer for a longer period of time. These cookies are activated every time the customer logs in to the Services.
  • • Functional cookies: these cookies are used to ensure that the Services function properly.
  • • Non-functional cookies: these cookies can be used for static purposes, among other things.

3. The right to access or register on the Services applies exclusively to the person of the customer. If the customer is a legal entity, only its agents and/or appointees have this right. In all cases, the customer undertakes and guarantees that these general terms and conditions and the agreement(s) with inMotiv will be respected by his agents and/or appointees.
4. The customer is responsible for concluding an agreement or subscription with a telecom operator in order to gain, have and maintain access to the Services. inMotiv does not take any responsibility for the telecommunications resources used by the customer to use the Services.
5. inMotiv reserves the right to change the access codes and passwords on the Services as well as the login procedure at any time. inMotiv is not responsible for any additional costs for the customer resulting from this. If the customer does not accept these changes, he can cancel the agreement in accordance with Article XII of these general terms and conditions. However, the customer is not entitled to a refund of amounts or costs that he has already paid to inMotiv under the agreement(s).

Article V. Terms of Use – Customer Obligations

1. The terms and conditions for the use of the Services by the customer depend on the Service(s) to which he has subscribed and are therefore the subject of the agreement(s) that he has concluded with inMotiv in this regard.
2. The customer undertakes to provide all information at the request of inMotiv and to provide the necessary cooperation to (properly) perform the Services. The customer represents and warrants that all information he provides to inMotiv is correct and that the use of that information does not violate the rights of third parties. The customer will immediately notify inMotiv in writing of any change(s) to his (personal) data (including (company) name, address/registered office, billing address, VAT number, contact persons, e-mail addresses, etc.
3. The customer must have a solid and stable internet connection and a high-performance hardware installation that is suitable for the Services. The customer must also have sufficiently adequate and up-to-date anti-virus, anti-spyware and firewall protection on its systems.
4. The customer is solely responsible for (the manner of) use of the Services. The customer undertakes to always respect the applicable legislation when using the Services. The customer is fully responsible for the content, data or information that he posts, collects, processes and/or transmits via the Services. This content, data or information:
   • must not be unlawful, inaccurate, defamatory, defamatory, offensive, threatening, racist, obscene, terrorist, pornographic, harmful to minors or incite to hatred, discrimination or violence or in any way contrary to public order and/or the good morals (non-exhaustive list);
   • may not contain viruses or other malware that cause technical errors or unauthorized interventions on or relating to the Services or are in any way harmful to the inMotiv system and/or to (personal) data of inMotiv customers.
5. The customer undertakes to protect rights of third parties and of inMotiv or its affiliated companies, including but not limited to intellectual property rights (including but not limited to copyrights, trademark rights, design rights, patent rights, database rights, domain names, software rights and know-how ) to be respected.
6. DThe customer declares that he has all necessary permissions, permits, licenses, etc. for the use of the Services, in particular for the data and information that he collects, enters and/or processes via the Services, and guarantees the applicable legal to respect the relevant provisions.
7. The customer will not attempt to crack (“hack”) the inMotiv system or any other system. It is prohibited to use the Services for:

• • any form of computer fraud or attempted fraud;
  • breach of confidentiality or security/technical facilities;
  • damage to the integrity and availability of IT systems and the data stored, processed or transmitted by these systems, or attempts to do so;
  • actively or passively endangering the use or capacity of the Services for other users, in particular by generating unjustified traffic (including “flooding”, “spamming”) or attempting to do so.

8. InMotiv cannot under any circumstances be held responsible for actions or decisions of the customer in violation of current Article IV. Only the customer has full and unlimited liability towards inMotiv. The customer must indemnify inMotiv in the principal amount, interest and (lawyer) costs against any claim from third parties in this regard.
9. inMotiv asks its customers to immediately report in writing any violations of current Article IV of which it becomes aware, so that inMotiv can take the necessary and appropriate measures to stop this violation. Customers can send an email to inMotiv at servicedesk@inmotiv.be and/or contact the competent authorities.

Article VI. Confidentiality and security

1. All information, content or data exchanged in the context of the agreement(s) between the customer and inMotiv and which are classified as confidential or which should reasonably be regarded as confidential, must be treated as strictly confidential and may not be used for purposes other than the performance of the obligations under the aforementioned agreement(s) nor communicated, distributed or made available to third parties in any way, without the written permission of the other party, with the exception of appointees, subcontractors or employees who must have direct knowledge of it for the execution of the aforementioned agreement(s) and who have subscribed to a similar confidentiality obligation.

The customer takes all necessary measures to protect the confidential nature and integrity of its information and data and to protect it against unauthorized disclosure to third parties or employees, subcontractors or staff who do not have authorized access to this data.

Without prejudice to Article XI of these general terms and conditions and/or any agreement concluded between inMotiv and the customer regarding the processing of personal data, the information and (personal) data stored, processed and/or exchanged via the Services will be secured by inMotiv as best as reasonably possible in light of the current state of the art.

2. In particular, inMotiv does not take note of: (i) data that is not intended for it; (ii) the data that the customer (for example via e-mail, discussion forums or websites with limited access) entrusts to the Internet or third parties via the Services or (iii) the data resulting directly from the customer’s use of the Internet, except in the following cases:

• • If access to this data is necessary for the proper performance of the Services or for the proper functioning of the network (for example (1) with a view to the issuance, collection and verification of invoices, (2) in the context of the contractual relationship with the customer, or (3) for the purpose of proper management of the computer system).
  • If inMotiv has reason to believe that this information relates to illegal or unauthorized activities, or if a third party believes that this information infringes its rights.

3. The customer undertakes to maintain the confidential and secret nature of his password and access code at all times and not to pass them on to third parties. Any use of the means of identification, in particular of his password and/or access code, is the sole responsibility of the customer. If the customer’s password or access code is lost, stolen or used fraudulently, the customer must change it using the tools made available by inMotiv for this purpose and/or inform inMotiv immediately by registered letter. to take.

Article VII. Liability

1. Except in the event of fraud or intentional error on the part of inMotiv, and without prejudice to Article consequential damage, including but not limited to damage to material or software of third parties, loss of time, loss of data, loss of customers, loss of profit or stagnation, loss or stagnation of income or turnover, increase in general costs, the disruption of a trading activity, claims from third parties (including the Customer’s customers), damage to reputation, loss of future savings, personnel costs, loss of opportunity or business opportunity, loss of goodwill, breaches of security and dissemination of customer confidential data, damage resulting from delays or any other form of economic damage.
2. Without prejudice to the other provisions of Article VII, inMotiv is not liable for any damage of any nature, whether direct or indirect damage and/or consequential damage (as defined above under Article VII.1) that is due to or related to:

• • the (even serious) error of inMotiv or the (even serious or intentional) error (including fraud) of its employees, subcontractors or external service providers;
  • ferrors or defects in the Services and/or the systems (hardware and/or software) of inMotiv or its employees, subcontractors or external service providers;
  • failure by the customer to comply with the obligations in Article IV of these general terms and conditions;
  • loss and/or leakage of (personal) data, without prejudice to Article XI of these general terms and conditions;
  • delay(s) in or changes to implementation deadlines;
  • h• the customer providing incorrect or inaccurate information;
  • e• any malfunctions, interruptions, viruses, errors, incorrect technical maneuvers, unauthorized interventions or defects in or the temporary unavailability, incorrect or incomplete availability or functioning of the Services and/or the systems (hardware or software) of inMotiv or from the customer;
  • • the quality, completeness, accuracy, topicality, suitability, availability or form of the content of the information and/or data available via the Services or on any other (external) websites referred to via the Services;
  • • any decision made or action taken by the customer based on the content of the information or data available through the Services.

3. inMotiv is not responsible for the content of the information or data that the customer collects, stores, inputs into and/or processes through the Services, for the integrity of the information or data stored on its servers, nor for the content of communications addressed to or from the customer. The customer is solely responsible for any use, storage, processing or transmission of (confidential) data via the Services.
4. . inMotiv neither expressly nor implicitly guarantees that the (capacity of the) Service(s) will meet the expectations and/or needs of the customers, unless a provision in an applicable agreement (e.g. a Service Level Agreement) says otherwise.
5. inMotiv is not liable for the content of the information or data that is stored, collected, processed or exchanged through the Services and through its intervention, nor for any damage that this information or data may cause to third parties. inMotiv is not responsible for any transactions concluded between the customer and a third party based on this content. inMotiv is under no circumstances a party to an agreement concluded between the customer and a third party, unless expressly stated otherwise.
6. inMotiv is not liable for the deletion or non-receipt of e-mail messages or any other information or the failure to retain e-mail messages or any other information. inMotiv reserves the right to have its servers block the receipt of e-mails if those e-mails come from servers that are not protected against “open relay”, i.e. servers that forward e-mails that are not intended for intended for them and therefore allow the sending of a large volume of e-mails (“spam”).
7. inMotiv bears no liability whatsoever in the event that it is obliged to make information or (personal) data available to third parties pursuant to any legal provision or judicial decision.
8. In any event, inMotiv’s total liability towards both the customer and third parties, including in the event of material damage, even in the event of multiple claims under the relevant agreement with inMotiv, is limited to the lowest of the following amounts: (i) the amount actually paid by inMotiv’s third party liability insurer under the insurance policy taken out by the latter or (ii) the amount corresponding to the lowest amount of the compensation received by inMotiv from the customer in the last three (3) months under the relevant agreement under which inMotiv is held liable.

Article VIII. Force majeur

1. NNeither the customer nor inMotiv are responsible for damage caused by the non-fulfillment or delay in the fulfillment of the obligations arising from the agreement(s), due to a case of force majeure, as such normally recognized by the jurisprudence and legal doctrine. Are not considered cases of force majeure: the financial inability of the customer to pay his invoices, cases of malfunction in the customer’s systems (hardware or software) or the customer’s telecommunications resources.
2. In the event of force majeure, the customer has no right to compensation on any account whatsoever from inMotiv. If a case of force majeure results in an interruption of the performance of the Services, the performance period will be suspended by operation of law for the duration of the interruption, plus the time required to restart the performance of the Services, without inMotiv any compensation is owed to the customer.

Article IX. Contractual breach of contract – suspension – termination of the agreement(s)

1. If the customer does not or only partially fulfill his contractual obligations, including his financial obligations, towards inMotiv, inMotiv may request the customer by e-mail or by post to fulfill his obligations, without prejudice to the customer’s payment obligations. in Article II of these general terms and conditions. If the customer has not fulfilled his obligations within ten (10) working days from the date of dispatch of the email and/or letter, inMotiv has the right to terminate with immediate effect any further performance under the agreement(s). until the customer has fulfilled his contractual obligations (and formally agrees to fulfill them in the future). In particular, inMotiv has the right, if necessary, to temporarily limit or block access to the Service(s) and/or the network. In such cases, inMotiv is in no way liable for any damage that the customer or his customers may suffer as a result.
2. If the customer does not or only partially fulfill his contractual obligations, including his financial obligations, towards inMotiv, inMotiv also has the right to terminate the agreement(s) with the customer with immediate effect and without prior judicial intervention at the expense of the customer , if the customer has still not fulfilled its obligations towards inMotiv within the remedy period as determined under Article IX.1 above or has not formally agreed to fulfill them in the future.
3. If the customer seriously fails to fulfill his contractual obligations, in particular in the event of an apparent violation of the law or a violation of the rights of third parties, and/or if the customer violates one of the provisions of Article IV of these general terms and conditions does not respect, inMotiv may immediately suspend the performance of the Service(s) and block the customer’s access to the Service(s) and third parties’ access to the relevant content with immediate effect. In such cases, inMotiv is in no way liable for any damage that the customer or his customers may suffer as a result. The customer will be informed of this suspension and blocking by e-mail and/or post and will be given notice of default regarding the fulfillment of his obligations.
4. If inMotiv receives a complaint from a third party alleging that the use of the Service(s) by the customer in any way infringes the rights of a third party (e.g. certain content of the customer’s website, his contribution to a discussion forum or other use that the customer makes of the Services), inMotiv will send the customer a notice of default by e-mail or by letter. In the absence of a response from the customer within five (5) working days, inMotiv may immediately suspend the performance of the Service(s) and block the customer’s access to the Service(s). In such cases, inMotiv is in no way liable for any damage that the customer or his customers may suffer as a result. If the customer responds to the complaint within five (5) working days, inMotiv has the right to communicate to the third party the documents that the customer has sent for justification. If the third party believes that the documents are not satisfactory, inMotiv has the right to remove the content deemed by the third party to infringe its rights, or to suspend the customer’s access to the Service(s), without that this entitles the customer to compensation. This provision applies regardless of the content to which the complaint is directed, including in particular hyperlinks or links.

In the event of a second complaint or repeated complaint(s) from a third party, inMotiv has the right to block access to its services with immediate effect and without prior notice of default, without this entitling the customer to compensation. In addition, inMotiv has the right to terminate the agreement(s) with immediate effect and without prior notice of default at the expense of the customer.

5. In the event of extrajudicial termination by inMotiv in accordance with Articles IX.2, IX.3 or IX.4, the customer has no right to any refund, compensation or compensation. Where appropriate, inMotiv has the right to (additional) compensation at the expense of the customer, estimated at a fixed rate of 30% of the agreed total price but not yet performed Services, without prejudice to inMotiv’s right to demand higher compensation provided that proof of higher actual damage has been suffered. injury. The foregoing does not affect the customer’s obligation to pay in full for all Services performed.
6. The customer against whom the measures referred to in Articles IX.2, IX.3 or IX.4 have been taken will be informed of this within a reasonable period. inMotiv determines the conditions under which the customer can regain access to the Services.
7. inMotiv may suspend the (execution of the) Services or access to them in whole or in part without prior notice in the event of force majeure, events over which InMotiv has no control, maintenance work and in the event of disruptions. The interruption will under no circumstances lead to a right to compensation for the customer. inMotiv will attempt to inform the customer within a reasonable period of possible interruptions, in any manner that inMotiv deems appropriate, and will also endeavor to keep the duration of the interruptions to a minimum.
8. inMotiv reserves the right to take all appropriate measures against the customer, up to and including the suspension of (the performance of) the Services and/or the customer’s access to the Services or the access that third parties have to the information that the customer distributes if the integrity of Services and the proper functioning of its network are jeopardized. inMotiv will inform the customer of this by all appropriate means.

Article X. Duration and termination of the agreement

1. 1. 1. Unless otherwise provided in the applicable special terms and conditions or separate agreement(s) concluded with the customer, agreements with inMotiv are concluded for a period of at least thirty-six (36) months from the date of signature of the concerning agreement. If the agreement is not terminated in writing by inMotiv or by the customer six (6) months before the expiry of the contractual term, the agreement will be tacitly renewed for successive periods each equal to the original term of the agreement. The cancellation must be done by registered letter.
      2. If due to a force majeure event (within the meaning of Article VIII of these general terms and conditions) the Services are interrupted for more than one (1) month from the receipt of the written notification of this force majeure situation, any party cancel the agreement(s) with a notice period of three (3) months. The cancellation must be done by registered letter.
      3. inMotiv has the right to terminate the agreement(s) with the customer with immediate effect, without prior judicial intervention, without owing compensation to the customer, by registered letter if the customer is declared bankrupt. or would have filed for bankruptcy or protection against its creditors (subject to the exclusion of this possibility by the relevant legislation).
      4. In the event of termination of the agreement(s), in any manner or for any reason, the customer is obliged to return all documentation relating to the Services to inMotiv and to cease and desist any further use of the Services hold.

Article XI. Processing of personal data

1. General

1.1. To the extent that personal data are processed via the Services, or otherwise in execution of the agreement(s) with the customer, within the meaning of Article 4 of Regulation (EU) 2016/679 (hereinafter: “GDPR”) which has replaced the Privacy Act since May 25, 2018, this data will be processed in accordance with the provisions of the aforementioned privacy regulations.

1.2. The customer is the controller within the meaning of the aforementioned privacy regulations and is therefore the one who determines the purposes and means of processing personal data. inMotiv is only a processor within the meaning of the aforementioned privacy regulations and processes the personal data solely for the benefit of or on behalf of the customer.

1.3. InMotiv’s privacy and cookie policy can always be consulted via the website www.inmotiv.be.

2. Subject and duration of the processing

2.1. In the context of the agreement(s) with the customer, data of persons may be processed, which persons are referred to as “Data Subject(s)” in this article.

2.2. The personal data of the Data Subject(s) will only be processed during the term of the agreement(s) with the customer.

3. Nature and purpose of the processing

3.1 The personal data of the Data Subject(s) are only processed in the context of the Services and/or the agreement(s) with the customer.

4. Type of personal data

4.1. Only personal data are processed that were obtained with the free, specific, informed and unambiguous consent of the Data Subject(s) or in another lawful manner within the meaning of the GDPR in the context of the Services.

5. Rights and obligations of inMotiv and the customer

5.1. inMotiv and the customer guarantee that they will comply with all their obligations under the GDPR. In particular, they guarantee that all appropriate and organizational measures are taken to ensure that the processing of personal data complies with the GDPR.

5.2. For the customer as controller, this means in any case that he must comply with the obligations (to the extent applicable to the customer and inMotiv) regarding:

• the principles regarding the processing of personal data (Article 5.1 GDPR)
  • legality, propriety and transparency;
  • purpose limitation;
  • minimal data processing;
  • accuracy;
  • storage limitation and integrity and confidentiality.

• the lawfulness of the processing (Article 6 GDPR);
• the conditions for the consent of the Data Subject(s) (Article 7 GDPR). In any case, the customer guarantees that he has obtained the personal data lawfully within the meaning of Article 6(1) GDPR and more specifically with the free, specific, informed and unambiguous consent of the Data Subject(s);
• transparent information, communication and further rules for the exercise of the rights of the Data Subject (Article 12 GDPR);
• information to be provided to the Data Subject(s) (Articles 13 and 14 GDPR);
• right of access of the Data Subject(s) (Article 15 GDPR);
• right to rectification and erasure of data of the Data Subject(s) (Articles 16, 17 and 19 GDPR);
• right to restrict the processing of the Data Subject(s) (Article 18 GDPR);
• right to data portability of the Data Subject(s) (Article 20 GDPR);
• right of objection by the Data Subject(s) against automated individual decision-making and profiling (Articles 21 and 22 GDPR);
• the data protection impact assessment (Article 35 GDPR) and prior consultation of the supervisory authority (the Belgian Data Protection Authority) (Article 36 GDPR);
• keeping a register of processing activities (Article 30 GDPR).

5.3. For both the customer and inMotiv, this means that they must both comply with the obligations (to the extent applicable to the customer and inMotiv) regarding:

• cooperation with the supervisory authority (the Belgian Data Protection Authority) (Article 31 GDPR);
• cooperation with the supervisory authority (the Belgian Data Protection Authority) (Article 31 GDPR);

• • the pseudonymization and encryption of personal data;
  • the ability to guarantee the confidentiality, integrity, availability and resilience of the processing systems and services on an ongoing basis;
  • the ability to restore the availability of and access to personal data in a timely manner in the event of a physical or technical incident;
  • a procedure for regularly testing, assessing and evaluating the effectiveness of the technical and organizational measures for the security of the processing;
  • o a procedure for regularly testing, assessing and evaluating the effectiveness of the technical and organizational measures for the security of the processing;
  • do the appointment, involvement, support and guidance of a data protection officer (Article 38 GDPR).

6. The role of inMotiv as a processor

6.1. inMotiv processes personal data exclusively on the basis of written instructions from the customer, including with regard to transfers of personal data to a third country or an international organization, unless a provision under Union law or Belgian law applicable to inMotiv requires it to process. In that case, inMotiv will inform the customer of that legal requirement prior to processing, unless that legislation prohibits this notification for important reasons of general interest.

6.2. inMotiv guarantees that the persons authorized to process the personal data have committed themselves to confidentiality or are bound by an appropriate legal obligation of confidentiality.

6.3. inMotiv takes all appropriate technical and organizational measures regarding the security of the processing required in accordance with Article 32 GDPR (as mentioned under Article 5.3, second indent above).

6.4. inMotiv complies with the conditions referred to in Article 28(2) and (4) GDPR for employing another processor. inMotiv will not employ another processor without prior specific or general written permission from the customer. Without prejudice to articles 1.3 and 5.1 above, the customer gives inMotiv general permission to employ other processors or to rely on other subcontracted processors in the context of the agreements. inMotiv will inform the customer of any intended changes regarding the addition or replacement of other processors, offering the customer the opportunity to object to these changes. In the event that inMotiv employs or subcontracts another processor to carry out specific processing activities on behalf of the customer, this other processor will be imposed by agreement and under Union law or Belgian law the same data protection obligations as those in the agreement ( and) with the customer, in particular the obligation to provide adequate guarantees regarding the application of appropriate technical and organizational measures to ensure that the processing complies with the GDPR.

6.5. Taking into account the nature of the processing, and to the extent possible, inMotiv shall assist the customer by means of appropriate technical and organizational means in fulfilling his obligation to request the exercise of the rights set out in Chapter III of the GDPR to answer the Data Subject (see also summary in Article 5.2 above).

6.6. Taking into account the nature of the processing and the information available to it, inMotiv provides assistance to the customer in complying with the obligations under Articles 32 to 32. 36 GDPR (see also articles 5.2 and 3 above).

6.7. After the end of the processing services and in any case upon termination of the agreement(s) with the customer, in whatever manner, all personal data will be deleted or returned to the customer, depending on the customer’s choice, and Existing copies will be deleted, unless storage of the personal data is required by Union or Belgian law.

6.8. inMotiv will provide the customer with all information necessary to demonstrate compliance with the obligations listed in Article 28(3) GDPR and current Article 6 and enable audits, including inspections, by the customer or an auditor authorized by the customer creates and contributes to. inMotiv will immediately notify the customer if, in its opinion, an instruction or assignment from the customer in the context of the agreement(s) violates privacy regulations.

6.9. In the event that the European Commission or the Data Protection Authority should adopt standard contractual clauses for the matters referred to in Article 28(3) and (4) GDPR, inMotiv will replace current Article 6 with these standard contractual clauses.

7. Liability

7.1. The customer is liable for damage caused by the processing of personal data in violation of the GDPR.

7.2. Without prejudice to Article VII of these general terms and conditions, inMotiv is only liable for damage caused by the processing if the processing does not comply with the obligations specifically addressed to processors under the GDPR or is contrary to the lawful instructions or orders of the customer has acted within the framework of the agreement(s).

Article XII. Intellectual Property

1. The customer acknowledges and accepts that all intellectual property rights (including copyrights, database rights, software protection, brands, drawings and models, patents, trade names, know-how, etc.) on the software and/or other creations that inMotiv has developed in within the context of the delivery of the Products and/or performance of the Services, they belong to the exclusive property of inMotiv or a company affiliated with inMotiv.
2. No provision of these general terms and conditions and/or the agreement(s) with the customer can be interpreted as a full or partial transfer of these intellectual property rights to the customer.
3. The customer is not permitted to modify the inMotiv software in any way. Without prejudice to the mandatory exceptions provided for in Title 6, Book XI of the Code of Economic Law (Articles representation may be modified, copied, downloaded, uploaded, decompiled, reverse-engineered, disassembled, sold, distributed or promoted by the customer in any way.
4. The customer is not permitted to change, remove or make unrecognizable any indication of the intellectual property rights of inMotiv.
5. The customer is not permitted to use or register any inMotiv brand, design or domain name or a similar sign in any country, anywhere in the world.
6. inMotiv is authorized to make and maintain technical facilities in the context of the performance of the Services. The customer is not permitted to circumvent or remove such technical facilities. The customer is also not permitted to take any actions with regard to the Products and/or Services that are linked under these general terms and conditions or under any special conditions agreed with inMotiv or under applicable intellectual property legislation.
7. The customer guarantees that he is entitled to use and/or store the software and/or data that he uses or stores in any way in the context of the Services (e.g. as a licensee or holder of the intellectual property rights relating thereto). ). In any case, the customer will fully and indefinitely indemnify inMotiv against all claims from third parties in this regard, in terms of principal sum, interest and (legal and attorney’s) costs.
8. The customer is obliged to immediately inform inMotiv of any infringement of the intellectual property rights of inMotiv or a company affiliated with inMotiv by third parties of which he becomes aware. InMotiv will take action against third parties who infringe its intellectual property rights. Any damages that may be received from infringing third parties will accrue to inMotiv. The customer is obliged to provide reasonable assistance to inMotiv. In any case, the conduct of the proceedings rests with in Motiv.
9. The customer is obliged to immediately inform inMotiv of any claim that may be made against the customer as a result of the use of the Products and/or Services of inMotiv.
10. The customer acknowledges and accepts that the data in the Products and/or Services of inMotiv may be subject to protection by intellectual property rights of third parties. The customer declares that he will respect these rights and will fully indemnify inMotiv, in principal, interest and (legal and attorney’s) costs, against any infringements by the customer of the intellectual property rights of third parties in this regard.

Article XIII. Dispute

1. 1. Unless expressly agreed otherwise, any complaint regarding the Products and Services (including (any protest of) inMotiv’s invoices) must be reported in writing within eight days of the fact that gave rise to the complaint. After this period, the complaint will be considered inadmissible.
   2. These general terms and conditions are subject to Belgian law. Only the departments of the courts or the justice of the peace competent for the location of our company’s registered office are authorized to hear any disputes regarding the validity, interpretation or implementation of these general terms and conditions.
   3. This document is an automatic translation of the original Dutch (NL) document. Parties agree that only the original Dutch document is legally valid.