Definitions

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Tekst.ai

Tekst.ai BV, a limited liability company with its registered office at 8400 Oostende, Sint-Amandsberglaan 29 and registered in the CBE under the number 0780.845.545.

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Customer

Any legal entity with whom Tekst.ai enters into or is negotiating an Agreement regarding the delivery of Products and/or the provision of Services.

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Scope

1. These General Terms and Conditions apply to all services and products provided or sold by Tekst.ai. The Customer is deemed to accept the General Terms and Conditions by the decision to negotiate, request a quotation and/or order Products and/or Services from Tekst.ai. Deviations and/or additions to these General Terms and Conditions shall apply only to the extent that Tekst.ai has expressly accepted them in writing, signed by Tekst.ai’s authorized representative(s).

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SaaS services and support

2. Subject to the terms of this Agreement, Tekst.ai shall use commercially reasonable efforts to provide the Customer with the Services in accordance with the service level terms attached hereto as Exhibit B. As part of the registration process, the Customer will use the existing email and help desk infrastructure (including internal or external email servers, email authentication, login systems, help desk software, etc.). Tekst.ai builds upon the Customer's existing infrastructure. Therefore, the Customer is responsible for ensuring the security, efficiency, and sustainability of this infrastructure, as well as its availability.

3. The following events are not taken into account to calculate availability:

• scheduled downtime, i.e., the time required to perform regular maintenance activities to maintain the Service;
• emergency maintenance, i.e., maintenance required to ensure the security, performance or integrity of the Service due to a threat or vulnerability.
• Force majeure;
• downtime resulting from any tort, treatment or default by Customer or any third party;
• downtime due to Customer's violation of the Acceptable Use Directive.
• Unavailability of Customer's email or helpdesk infrastructure or other required Equipment.  
• Downtime outside business hours (9 am - 5 pm Monday through Friday), unless characterized as critical in Exhibit B.

4. Tekst.ai has the right, but not the obligation, to make changes and improvements to the Service, adapting it to the latest standards and practices. It is understood that no core functionalities can be removed without the consent of the Customer.

5. Subject to the terms hereof, Tekst.ai shall provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.

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Quotes

6. Our quotations only constitute a proposal to negotiate, and in any case, are no longer valid after 10 calendar days (unless otherwise stated) and are subject to these general terms and conditions. Each offer of Tekst.ai is entirely without obligation, unless the contrary is expressly confirmed in writing with a signature by an authorized representative.

7. The confirmation or signing of an offer by the Customer does not yet imply the conclusion of a contract but constitutes an offer by the Customer to conclude a contract, and is assimilated to a purchase order by the Customer within the meaning of these General Terms and Conditions. The contract is only concluded in a binding way if Tekst.ai subsequently communicates a written order confirmation.

8. Unless explicitly stated otherwise by Tekst.ai, all prices and rates charged by Tekst.ai are exclusive of VAT and other government-imposed levies.

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Agreements

9. Tekst.ai is only bound through written confirmation of customer orders by an authorized person within its organization. Only authorized persons such as directors and representatives authorized by directors can legally bind Tekst.ai. Sales representatives and agents have no authority to conclude contracts.

10. Alternative delivery times and conditions than those specified in the quotation may be communicated, where appropriate, after the Customer's order and prior to written order confirmation. This will occur inter alia in the event of a possible delay in the Customer's signing of the order form or a changed situation at our suppliers (e.g. availability, configuration, and price changes). In this case, the Customer has the right to waive the contracting.

11. The Customer guarantees the accuracy and completeness of the requirements and other data provided by him to Tekst.ai, on which Tekst.ai bases its quotation.

12. Subsequent agreements or changes are only valid if and as soon as Tekst.ai confirms them in writing.

13. Circumstances independent of our will and of such a nature that the performance of the contract can no longer be reasonably required of us, as well as cases of force majeure, give Tekst.ai the right to cancel the contract in whole or in part, without the obligation to pay damages.

14. The Service is accessed via the Internet using an appropriate web browser. The Customer is responsible for ensuring their web browser is compatible with the Service.

• Tekst.ai cannot guarantee the functioning of its software on hardware or software environments that do not meet the minimum requirements. The minimum requirements may change over time to reflect technological progress and any advice given by Tekst.ai.
• Performing a software update may require adjustments to the Customer's hardware and/or software configuration at their own expense.

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Payment of fees

15. The Customer shall pay Tekst.ai the applicable fees (the "Fees") as described in the Order Form for the Services in accordance with the terms and conditions set forth therein. The initially determined Fees shall be valid for the first Service Term. Tekst.ai shall have the right to propose a change in the Fees and/or applicable charges effective for the next Service Term no later than two months prior to the end of a Service Term. The new Fees shall be deemed accepted for the next Service Term if the Customer does not reject them within one week of such notification. If the Customer rejects the new Fees and no agreement can be reached, the agreement shall terminate upon expiration of the current Service Term. If Tekst.ai does not propose new Fees, the existing Fees will remain applicable for a subsequent Service Term.

16. If the Customer believes that Tekst.ai has billed them incorrectly, they must contact Tekst.ai within 30 days from the date of the first invoice in which the error or problem occurred in order to receive an adjustment or credit. Any inquiries should be directed to Tekst.ai's customer service department. Fees that are due must be received by Tekst.ai within 30 calendar days after the date the invoice is sent. Invoices will generally be issued by Tekst.ai no earlier than 1 month prior to the period to which they relate, but late issuance will not affect their payment obligation.

17. Any late payment shall, from the due date and without notice, yield interest in favor of Tekst.ai based on the legal interest rate applicable in case of late payment in commercial transactions, plus administrative fees in the amount of EUR 50 per notice of default. Where appropriate, Tekst.ai may exercise its right to suspend access to the Service and affiliated services without prior warning, just as in the case of other defaults by the Customer. If the service is nevertheless continued ad hoc, no rights can ever arise therefrom for the defaulting Customer.

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Duration and termination

18. Subject to earlier termination as provided below, this Agreement is for the first Service Term as specified in the Order Form and will be automatically renewed for additional periods of the same duration as the first Service Term (each a Service Term and collectively referred to as the "Term"), unless either party requests termination at least 30 days before the end of the then current Service Term or in the case provided in Article 15.

19. In addition to any other remedies available to it, either party may terminate this Agreement out of court by simple notice, termination becoming effective after 30 days (or immediately in the case of non-payment) from the date of receipt of the notice, if the other party materially breaches any of the terms or provisions of this Agreement. The Customer shall pay the full amount for the Services up to and including the last day on which the Services are provided.

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Waranty and disclaimer

20. Tekst.ai will use reasonable efforts in accordance with applicable industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and will perform the Implementation Services in a professional and proficient manner. The Services may be temporarily unavailable for scheduled maintenance or for unplanned emergency maintenance either by Tekst.ai or by third party vendors, or due to other causes beyond Tekst.ai's reasonable control, but Tekst.ai will use reasonable efforts to provide advance written or email notice of any scheduled service interruption. However, Tekst.ai does not warrant that the Services will be uninterrupted or error-free; nor does Tekst.ai make any warranty regarding the results that may be obtained from the use of the Services.

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Property rights

21. Techniques, processes, concepts, data, methodologies and the like are and shall remain the exclusive intellectual property of Tekst.ai and are covered as know how, knowledge, skills and ideas under confidential information of Tekst.ai and may be used unabated by Tekst.ai in its business operations and for providing Services to other Clients. Intellectual Property includes, but is not limited to, algorithms, code, concepts, developments, designs, original works, databases, discoveries, ideas, formulas, improvements, inventions, processes, software, trademarks, and trade secrets. Intellectual Property also includes the tangible embodiments (e.g. - drawings, notes) of all intangibles, and all other rights legally designated under this notion.

22. Both the hardware, software, databases, analyses, manuals and all other documents and/or tools made available are and remain the property of Tekst.ai unless otherwise agreed in writing. The Customer is granted a limited, non-transferable right to access and use the Service during the term of the Agreement.

• Under no circumstances can hardware, software, information, rights or obligations be handed over, transferred or traded to third parties without the prior approval of Tekst.ai.
• The software may not be subjected to reverse engineering.

23. Tekst.ai owns, acquires and retains all right, title and interest in and to:

• the Services and Software, any enhancements, extensions or modifications thereof,
• any software, applications, inventions or other technology developed in connection with the Implementation Services or support, and
  
• any Intellectual Property Rights in connection with any of the foregoing.

24. The Customer owns all right, title and interest in and to the Customer Data, as well as all data substantially based on or derived from the Customer Data and provided to the Customer as part of the Services.

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Confidentiality

22. "Confidential Information" includes all information exchanged under the Agreement, all data and knowledge concerning the relationship between Customer and Tekst.ai, as well as concerning the business affairs of the other Party, and furthermore all other information and data of a Party, which such Party has made known to be confidential, or which the other Party understands or should reasonably assume to be confidential.

26. The following types of information do not constitute Confidential Information:

• information lawfully obtained from a third Party;
• information lawfully known to a Party prior to entering into the Agreement that does not arise from prior negotiations between the Parties;
• information that has not entered the public domain through any act or omission by any Party;
• information independently developed without violating the Agreement.

27. If a Party receives Confidential Information from the other Party, the receiving Party agrees as of the date of this Agreement

• Keep all Confidential Information it acquired in any manner confidential.
• To use such Confidential Information only for the permitted purposes, including the Service and maintenance of the Service and contacts between Tekst.ai and the Customer.
• Not to disclose such Confidential Information to third parties except to persons within the organizational structure of the Party seated and only if such persons (1) need the Confidential Information for activities related to the authorized purposes and if such persons (2) are bound in writing to maintain the confidentiality of the Confidential Information.
• To maintain the confidentiality of all drawings, documents, samples or materials on loan from the providing Party and to return them immediately at the request of the providing Party and in any case spontaneously when they are no longer needed for the authorized purpose.
• To immediately notify the providing Party when it becomes aware of a breach of confidentiality by someone from within the receiving Party to whom the information has been disclosed and to provide all necessary assistance in connection with any steps the providing Party wishes to take to prevent or stop such breach or threatened breach.

28. The parties mutually undertake to take all reasonable measures with the aim of ensuring confidentiality vis-à-vis third parties with respect to the Confidential Information, which they, their staff members or third parties may have become aware of in the formation and/or execution of the Agreement.

29. However, nothing in this Agreement shall preclude a Party from using Confidential Information to the extent necessary (i) to comply with legal (including accounting) obligations, (ii) to comply with an order of judicial or administrative authority, or (iii) to enforce its rights under this Agreement. In such case, the Party whose information is involved will be contacted in advance by the other Party to the extent practicable, and the use will be limited in proportion to the purpose.

30. The Parties strictly comply with all laws and regulations relating to personal data (such as, for example, the Personal Data Protection Act).

31. Tekst.ai is entitled to use the Customer's name as well as a general description of the Services performed at the Customer's premises as reference material.

32. These confidentiality obligations will remain in place for 10 years after the end of the Agreement.

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Privacy Policy

33. Tekst.ai provides the necessary control measures and regular system testing to manage and secure the confidentiality, integrity and availability of personal data with due diligence.

34. Tekst.ai may use personal data collected when:

• The user consented to this. By commissioning our systems, the Customerconfirms that all affected parties were informed by the Customer and gave their consent to the registration of their affected data through our systems. This consent may be withdrawn at any time. Withdrawal applies only to the period following the withdrawal and therefore does not affect the lawfulness of the processing that took place up to the time of the withdrawal.
• The processing is necessary for the performance of an Agreement or to take pre-contractual measures at the user's request.
• The processing is necessary to comply with a legal obligation
• The processing is necessary for the pursuit of a legitimate interest. In that case, Tekst.ai will make a thorough balancing between its legitimate interest and respecting your privacy.

35. Tekst.ai may share personal data with processors who provide services on behalf of Tekst.ai.

• Tekst.ai and its subsidiaries or parent companies, if any (list available upon request at privacy@tekst.ai).
• External processors, including but not limited to public entities, IT service providers, auditors, marketing and communication agencies, and lawyers, may be used by Tekst.ai. These processors are only authorized to process personal data for the specific tasks assigned to them and are bound by all relevant legislation regarding data protection.
• If a processor outside the European Economic Area is utilized, the same level of protection as in Belgium will be ensured, and cooperation will only take place with a party that meets the conditions for international data protection as defined in the General Data Protection Regulation (GDPR).

36. As a user, you can exercise the following rights

• Right to access: a user has the right to access his/her personal data processed by Tekst.ai and obtain additional information regarding this.
• Right to restrict the processing of personal data: in certain cases, the user may request to restrict the processing of his/her personal data.
• Right to transferability of personal data: in certain cases, the user has the right to have the personal data provided by him/her transferred to another controller provided that this is technically possible.

37. A user may exercise the above rights by sending an application with a copy of the recto side of the identity card to privacy@tekst.ai. If, as a user, you believe that the processing of your personal data violates the AVG, you may contact the Data Protection Authority, by mail at the following address: Press Street 35 at 1000 Brussels, by e-mail at commission@privacycommission.be or by telephone at +32 2 274 48 00.

38. Data is not kept longer than necessary on servers at established cloud and hosting service providers that comply with General Data Protection Regulation (GDPR) legislation in terms of security and privacy protection.

• Tekst.ai keeps only data necessary to provide optimal service. Upon or after termination of the contract, any interested party may request the deletion of all applicable data without obligation.
• If the Customer uses its own servers, whether or not placed in cooperation with Tekst.ai, Tekst.ai cannot be held responsible for the correct management of these servers and this is done entirely on the responsibility of the Customer.

39. The controller of personal data processing is the private company Tekst.ai, with registered office at Sint-Amandsberglaan, 8400 Oostende, Belgium, with VAT number BE0780845545. This means that Tekst.ai determines the purposes and means for processing this data, as well as being the contact point for questions regarding the processing. As a user, you can always contact us at privacy@tekst.ai.

40. Further specifications and regulations related to the processing of data are described in a supplementary processing agreement that is appended to this document.

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Limitations and Responsibilities

41. The Customer shall not, directly or indirectly: modify, translate or create derivative works from the Services or Software (except to the extent expressly permitted by Tekst.ai or permitted within the Services); use the Services or Software for timesharing or service bureau purposes or otherwise for the benefit of third parties or persons within its business not provided for in the target audience order form or within the Agreement; or remove any proprietary notices or labels.

42. The Customer is responsible for obtaining and maintaining all equipment and support services necessary to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networks, web servers and the like (collectively, "Equipment").

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Liability

43. The commitments made by Tekst.ai are obligations of means.

44. Force majeure cannot cause liability on the part of Tekst.ai.

45. The Customer is entirely responsible for the correct interpretation and judicious use of the delivered software as well as for the actions and decisions made by him.

46. Consequential damages and/or costs resulting from the temporary inoperability of the Services regardless of its cause cannot be recovered from Tekst.ai, nor be a reason for termination of the Terms of Use Agreement insofar as Tekst.ai can demonstrate that it is taking action to remedy malfunctions within a reasonable period of time.

47. Except for cases of bodily injury to any person or gross or willful misconduct, Tekst.ai, its suppliers (including but not limited to all equipment and technology suppliers) and employees shall not be responsible or liable, whether contractually or extra-contractually, for the following: (A) For non-gross errors, limited temporary interruptions in the use of the Service, loss or inaccuracy or corruption of data, or the cost of procurement of replacement goods, services, or technology, or loss of business; (B) For any indirect, incidental, or consequential damages (including but not limited to loss of profits, loss of sales, loss of enjoyment, damage to goods, loss of production, loss of opportunities, customers or contracts, disruption of business, third-party damages to this Agreement, downtime damages, and increased operating costs); (C) For any matter beyond the reasonable control of Tekst.ai; (D) For any claims in excess of the fees paid by the Customer to Tekst.ai for services under this Agreement in the six months preceding the act that gave rise to the liability, in each case, whether or not Tekst.ai was advised of the possibility of damages.

48. Any disputes arising between the parties in relation to contracts subject to these General Conditions shall be exclusively subject to the jurisdiction of the courts in the judicial district of Tekst.ai's registered office. These agreements are governed by Belgian law.

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No recruitment

49. Without the consent of Tekst.ai, the Customer shall not be entitled to employ, contract or otherwise cooperate with Tekst.ai's employees or independent service providers for the duration of the Agreement and for twelve (12) months after its termination or expiration.

50. If the Customer hires, contracts, or otherwise cooperates with Tekst.ai's employees or independent service providers in violation of the above, the Customer shall be liable to pay Tekst.ai a sum of EUR 20,000. This amount shall be due and payable on the date the person is employed or contracted or otherwise cooperates with the Customer.

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Suspension

51. Tekst.ai has the right to suspend acces to the Service if:

• The Customer or its authorized representative have violated the Acceptable Use Policy AUP (Acceptable Use Policy) in a manner that may cause or is likely to cause damage or adverse effects to the Service, other users, or networks, systems or infrastructure or;
• Tekst.ai must perform (emergency) maintenance on the Service that cannot be performed without suspending or limiting access.
• The Customer commits a default.

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Miscellaneous

52. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary to permit this Agreement to continue in full force and effect and, if that is not possible, it shall be replaced with a provision that replicates the intended effects of the original provision to the extent permitted by applicable law. This Agreement is not assignable, transferable or sublicensable by Customer except with Text.ai's prior written consent. Text.ai may assign and transfer all of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding between the parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided in this Agreement. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer has no authority of any kind to bind Tekst.ai in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover attorneys' fees and costs. All notices under this Agreement shall be in writing and shall be deemed duly given when received, if delivered in person; when receipt is confirmed electronically, if sent by facsimile or e-mail; the day after they are sent, if sent for next day delivery by an authorized overnight delivery service; and after receipt, if sent by certified or registered mail, return receipt requested.

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