Terms & Conditions

The customer

AxonJay BV, with registered office at 1000 Brussels, Queens Galeria 23, and registered with the Crossroads Bank for Enterprises under number 0696.850.374.

Hereinafter referred to as “AxonJay” or “Provider”

Together referred to as “the Parties”

AxonJay delivers a B2B cloud-based Hybrid-AI Signal Agents, … on the Self-Machine Learning Platform™, In-Real-Time, which uses all available & possible data (structured, listed, synthetic, dark, and unstructured data,...) as input for intelligent true behavioral predictions & insights of companies in their digital ecosystems this to execute the customer’s Strategy.

The Agreement is entered into for an undefined period of time upon payment of invoice.

Customer has the possibility to terminate the Agreement on the anniversary of this Agreement with a 1 months' notice on a yearly basis, by registered letter or email.

The Customer commits and ensures that all users use the lead list via the AxonJay Self-Machine Learning Platform™ and enter accurate Customer feedback of each input promptly back into the AxonJay Self-Machine Learning Platform™ via the user-interface that is given by prospects/suppliers/Customers. A minimum of 100 Feedbacks per year is required. This will automatically increase heavily the quality & speed of the Algorithmic & Deep learning elements of the Self-Machine Learning Platform™

We charge a monthly license fee per user which must be paid upfront each year.

Renegotiation condition. If either Party's business environment or business model changes significantly, it allows the Party to request a renegotiation of the license model. The license model will be valid after both Parties have signed the renewed contract and the new terms. ln case both Parties do not sign the new contract, it will lead to the cancellation of the agreement effective from the date the renegotiation request has been delivered to the other Party.

The Customer agrees to use the data delivered by Provider solely for internal business purposes, and in accordance with appendix 1 and 2, excluding any other - direct or indirect, free of charge or for a fee - service to third parties or any other form of use by third parties.

The Customer shall not, without the Provider’s prior written consent:

access or attempt to access any other systems, programs or data that is not made available on the Self Machine Learning Platform™; copy, reproduce, republish, upload, post, transmit, modify, enhance, or adapt the Software without the prior written consent of the Provider, work around any technical limitations in the Self-Machine Learning Platform™, use a tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble or otherwise reverse engineer the whole or any part of the Software except as otherwise permitted by law; assign or grant sub-licenses of any of your rights under this Agreement or permit third parties to use or modify the Self-Machine Learning Platform™; provide the Self-Machine Learning Platform™ either directly or indirectly to any third party; manipulate the Self-Machine Learning Platform™ in any way so as to enable it to be used to exchange data with any person other than the authorized consultants of Customer; use or permit the use of the Self-Machine Learning Platform™ to provide any form of bureau services or for similar activities.

exploit the Self-Machine Learning Platform™ otherwise than as permitted under this agreement; or based on the Self-Machine Learning Platform™, attempt to create any software which has features or functionality the same as or like the features and functionality of the Self-Machine Learning Platform™.

The Provider shall not be liable for the manner of use of Insights and Predictions by the Customer or for Customer's business decisions made on the basis of the delivered Insights & Predications, nor any direct, indirect, special or any other damage that the Customer may suffer as a result of using the data generated on the Self-Machine Learning Platform™ by Customer under the provisions of this Agreement. For avoidance of doubt, this clause does not include delivery of the products or provisions that AxonJay can influence. In no circumstances the total liability can increase to a 12 month fee paid by the Customer.

Parties acknowledge that the Self-Machine Learning Platform™ and its associated documentation contain confidential information of AxonJay (such as trade secrets, source codes, proprietary documentation etc.), which is secret and confidential to AxonJay, and any unauthorized use, reproduction or disclosure of this confidential information of AxonJay may cause loss, damage or expense to AxonJay.

Customer and its dedicated staff take all action necessary to maintain the secrecy and confidentiality of the confidential information of AxonJay and will use the Self-Machine Learning Platform™ only for the purpose of this agreement and refrain not to disclose to any third-party details of the Self-Machine Learning Platform™ except as required by law or as authorized under this Agreement.

By signing this Agreement the Provider declares and warrants to the Customer that neither he nor any of his employees, subcontractors or contractors or any third parties on behalf or for the account, in connection with this Agreement or any other future Agreement with the Customer is not and will not, directly or indirectly, promise, give or offer gifts or any property or other benefits to the person employed by the Customer or other person who may influence the Customer's decisions, to the family members of the particular persons with for the purpose of influencing that person in the decision or actions of the Customer regarding:

the choice of Provider or Agreement/ conclusion of an Agreement and/ or conclusion of an Agreement with a Customer on favorable terms, and / or any other conduct or omission that causes the Customer harm or enables the gain of any illicit advantage to the Employee of the Customer or to a person who may influence the decisions of the Customer or the family members of all such persons.

ln the event of a breach of the Provider's obligation referred to in the preceding paragraph, the Customer may terminate this Agreement with immediate effect, and the Provider shall be obliged, at the first call, to compensate the Customer for any damage (i.e. notwithstanding any limitation of liability in this Agreement and its appendices) that would result from this breach and due to early termination of the Agreement.

Relevant data used for Insights, Signals and Predictions are only temporally stored on the Self-Machine Learning Platform™, as a general principle, once the Insights, Signals and Predictions generated the data is destroyed. Optionally, Customer can upload additional data (sources). Data is solely used for prediction of true behaviour of companies in their ecosystem. AxonJay does not provide any data nor share data with Customers.

Insights, Signals & Predictions produced on the Customer’s Self-Machine Learning Platform™ in function of the Customer’s targets are only available for the concerned Customer only.

From a GDPR standpoint, Customer is the Data Controller whereas AxonJay acts as Data Processor.

The Parties shall coordinate and agree on their mutual obligations and other matters relating to this Agreement through their representatives.

The Parties shall designate:

On the AxonJay side: Jean-Philippe M.L. Schepens van Thiel, CEO On the Customer side: the contact person.

The Parties agree that all notices and requests must be made in writing and properly addressed by post or email. Notices sent by post must be sent by registered mail and shall be considered to be served the next day after the registered mail is delivered to the post office.

This Agreement is governed by and construed pursuant to the Laws of the kingdom of Belgium.

The Parties shall first try to resolve all disputes or disagreements originating from or in connection with this Agreement, including all issues regarding the existence, validity or termination of the Agreement, in an amicable manner through negotiations without resorting to Judicial proceedings.

ln case this is not possible, the courts of Brussels (Belgium) shall have exclusive jurisdiction for the judiciary resolution of the dispute.

ln case that any provision of the Agreement or any other provision which will be included in the Agreement in the future becomes void or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of the Agreement. It shall be deemed that the void and unenforceable provision was replaced by a suitable and equivalent provision which is the closest to the aim of the original void or unenforceable provision within the legally permitted extent. The same applies if the Parties intentionally do not regulate specific matters in this Agreement (in this case it shall be deemed that the Parties reached an agreement regarding the suitable and equivalent provision which is the closest to the agreement between the Contractual Parties; which they would reach if they considered the relevant matter, with due consideration of the aim of the Agreement.

For avoidance of doubt, any amendment to the Agreement (inti. provisions described above) must be done in writing and signed by both Parties.

Potential amendments and addenda to this Agreement must be agreed in the form of an Annex to this Agreement.

The general terms & conditions form an integral part of this Agreement.

1.1. Customer shall use the products in a lawful manner. AxonJay is entitled to temporarily block Customer from further use of the products. If AxonJay reasonably suspects a breach of this section or the other usage limitations under this Agreement or if Customer is in delay of payment (see section 4.4) despite a reminder of at least 14 days.

1.2. Customer understands that the content and the products may require changes if necessitated by virtue of legal requirements, authority decisions or altered information deliveries from AxonJay’s information sources. This clause is subject to clause 2.4 below.

1.3. Customer accepts that AxonJay has a right to change the look and feel of the products, replace the products with similar products and continuously develop its offerings. If such a change of the products includes replacement of AxonJay technical solutions, Customer has to undertake reasonable measures on its own side in order to enable connection to the new technical solution (e.g. necessary upgrade). This clause is subject to clause 2.4 below.

1.4. AxonJay shall inform Customer of any changes having more than a limited negative effect on Customer’s use of the products no later than 90 days prior to the effective date of such change. In such case, Customer shall have the right to terminate the Agreement effective as per the effective date of such change as stated by AxonJay.

1.5. AxonJay shall be entitled to use subcontractors for the provision of products. AxonJay shall be liable for its subcontractor’s work as if it was AxonJay’s own work. Customer shall be informed 90 days in advance of any changes to subcontractors and have the right to object to such changes. As of the signing of this Agreement the following sub-contractors are used:). Google Cloud (data center Belgium).

2.1. AxonJay and its licensors shall retain ownership of all intellectual property rights to the products delivered, regardless of form or format, save for Customer’s materials.

2.2. Subject to the terms and conditions agreed between the parties, Customer is granted a right to use the products (i) for its internal operations, (ii) for the frequency and/or volume of use and total number of users set forth in the Agreement, and (iii) subject to any other restrictions set forth in the Agreement.

2.3. Customer shall not use, change or remove any AxonJay brands, trade name, trademarks, logos or other similar distinguishing marks, without the prior written approval of AxonJay.

3.1. All fees are stated exclusive of VAT. Fees regarding additional products (meaning not covered by the Agreement) should be agreed upon by the Parties.

3.2. With regard to continuous deliveries (i.e. not one-off deliveries), AxonJay reserves the right to adjust the agreed prices in the event of expansion of the scope of products of the purchased product, or changed statutory provisions), or have yearly indexation; which are specific for Customer’s business however no earlier than 12 months after the initial contract term has passed. Price changes shall be notified at least 1 months prior to any yearly anniversary of the Agreement and take no earlier than, upon the following yearly anniversary.

3.3. If a price increase for a specific product within a calendar year exceeds more than five percent of the current price, Customer is entitled to terminate the Agreement for that product as from the date that the price increase enters into force. Notice of termination shall be given within four weeks after notification of the price increase. If Customer does not exercise such right and Customer has been informed of this legal consequence in the notification of the price increase, the Agreement shall continue to apply under the amended prices.

3.4. Payment of fees shall be made no later than fourteen (14) days from the date of invoice, unless otherwise agreed. If Customer fails to pay, AxonJay shall be entitled to interest on arrears in accordance with applicable law and compensation for reasonable costs or expenses to collect any amount that is not paid when due.

3.5. Products paid in advance, e.g. quotas or similar solutions, will keep their value during the current term of the Agreement. Any unused value will not be refunded or carried over to the next contract period unless otherwise is agreed between the parties.

3.6. If a fixed fee has been agreed for a certain volume of use of the products per contract year, or other license period, and Customer exceeds such volume, AxonJay is entitled to compensation in arrears for the overused volume in accordance with the from time to time applicable price list. The parties shall in such case also agree on which, higher, price shall apply to the products henceforward. If the parties cannot agree on such a higher within 30 days from the date Customer was informed thereof, Customer is entitled to terminate the Agreement subject to 30 days’ notice of termination. Otherwise, Provider’s from time to time applicable price list for the products shall apply for such overused volume henceforward.

4.1. AxonJay offers the products “as is” without any guarantees or warranties with regard to the completeness or correctness of the information in the products, nor that the products shall be fit for a specific purpose. Thus, AxonJay disclaims any liability due to such circumstances.

5.1. Should AxonJay suffer any damages due to Customer’s misuse of the products or due to material provided by Customer, AxonJay shall be entitled to compensation for such damages.

5.2. If any products delivered by AxonJay violates license, third party intellectual property rights or become (or in AxonJay’s opinion are likely to become) the subject of any infringement claim, AxonJay shall indemnify Customer from any loss suffered by Customer (i.e notwithstanding any limitation of liability in this Agreement and its appendices) and, at its sole option and expense either: (i) procure for Customer the right to continue using the relevant products or deliverables, (ii) replace or modify the relevant products in a functionally equivalent manner so that the products or deliverables no longer infringe or (iii) terminate the infringing part of the products subject to refund of a pro-rata amount of any prepaid fees for the terminated products.

5.3. AxonJay’s and Customer’s aggregate liability during the term of the Agreement shall never exceed the amount paid by Customer during the term of this Agreement for the products. AxonJay shall not be liable for any indirect or consequential loss or damage.

5.4. Neither party is responsible for damages incurred, and contract breaches resulting from, a change of law, authority decision or measure, act of war, attack, strike, blockade, lockout or other circumstance outside of the contract breaching party’s control (force majeure).

6.1. Either party shall adhere to applicable privacy legislations if personal data is being processed within the products.

6.2. Based on the principle of transparency, if Customer obtains personal data from AxonJay for communication with the relevant data subjects, Customer shall inform the data subjects of both AxonJay as the source and the possibility to get more details about AxonJay’s data processing at https://www.AxonJay.com/privacy/. Such information shall be provided at the time of the first communication with the data subjects (article 14.3(b) of the GDPR). The responsibilities of Customer on the one hand, as the user of the data, and AxonJay on the other hand, as the source of the data, shall be clearly identifiable.

6.3. Additionally, should AxonJay process personal data of employees of Customer for administrative purposes and control of access to the products, Customer undertakes to inform also the persons affected about this processing in accordance with applicable data protection legislation.

6.4. To the extent the provision of the products involves that AxonJay, on behalf of Customer, will process personal data for which Customer is a “controller” according to applicable personal data legislation, such processing shall be subject to the data processing agreement between the Parties.

6.5. In case of a relevant privacy complaint regarding the products provided by AxonJay to Customer, the parties shall inform and assist each other to solve the matter in an effective manner.

7.1. If the parties have not agreed on any term in the Agreement, the Agreement shall be valid for an initial term of twelve (12) months as from the date the Agreement was entered into. The term of the Agreement will, however, and unless otherwise agreed, automatically renew for an additional period of twelve (12) months at a time unless a party terminates the Agreement no later than three (3) months prior to the expiry of the current twelve months’ period by giving written notice to the other party. Any notice of termination under the Agreement shall be sent by email to AxonJay Customer service as set out on AxonJay’s website unless other contact details have been agreed in the Agreement.

7.2. Either party is entitled to immediately terminate the Agreement if the other party enters into bankruptcy, liquidation or company reconstruction proceedings or if the other party is in material breach of the Agreement, including these general terms and conditions. Further, AxonJay reserves the right to immediately terminate the Agreement upon Customer’s breach of section 2.1 above or if the delivery of products is disabled or materially impeded due to a change of law or authority decision. The parties are also entitled to immediately terminate the Agreement if such other ground set out in section 6.4 above has lasted for a period longer than two months.

7.3. Sections 4 and 6-10 shall survive termination of this Agreement.

8.1. The parties undertake to keep confidential information (including but not limited to trade secrets, financial data and Customer data etc. received from the other party) disclosed to them strictly confidential. The parties may neither directly nor indirectly, disclose the confidential information to any third party or entity without consent from the other party unless due to an exemption provided under this Agreement, by law or authority decision.

9.1. This Agreement shall, unless otherwise agreed, be governed by and construed in accordance with the laws of Belgium and any dispute shall be settled in the district court of Brussels Belgium.

10.1. Neither party shall, without the other party’s prior written approval, assign any of its rights and obligations under the Agreement. However, AxonJay shall be entitled at its own discretion to assign, in whole or part, the Agreement, to another company within the AxonJay Group.