Terms and Conditions

The definitions and rules of interpretation in this clause apply in these GTC’s.

Clause, annex and paragraph headings shall not affect the interpretation of these GTC’s.

Subject to receipt of the Subscription Fees paid by the Customer for the corresponding period (Initial Term and/or Renewal Period(s), if any), HOXX hereby grants to the Customer a worldwide, non-exclusive, non-transferable, right to let the Authorized Users access and use the Software during the applicable Initial Term or Renewal Period solely with the purpose of using it in the context of the internal business purposes of the Customer.

The Customer is permitted to let Authorized Users access the Software solely for internal use within its own organization and strictly in connection with the contractually agreed Services.

Regardless of the pricing model (which is based on m² and/or units), a maximum limit of 50 active Authorized Users per Customer applies within the standard configuration of the Software environment, unless otherwise agreed in the Order Form. Should the Customer need more Authorized User accounts, it should request this in writing from HOXX.

The Customer acknowledges that this limitation within the standard configuration is necessary to ensure the technical capacity, security, and performance of the Software, as not all Customers require higher limits by default.

The Customer shall:

• a) provide HOXX with all necessary access to such information (including by accepting the API’s of HOXX), as may be required by HOXX in order to provide access to the Software and to provide the Services, including but not limited to access to Customer Data, Customer’s systems, security access information and configuration services;
• b) comply with all applicable laws and regulations with respect to its activities under the GTC’s;
• c) carry out all other Customer responsibilities set out in the GTC’s in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, HOXX may adjust any agreed timetable or delivery plan as reasonably necessary;
• d) ensure that the Authorized Users use the Software, Services and Documentation in accordance with the GTC’s and the Documentation and it shall be responsible for any Authorised User’s breach of these GTC’s;
• e) obtain and shall maintain all necessary licenses, consents, and permissions necessary with regard to Customer Data and/or systems of the Customers with the purpose for HOXX, its contractors and agents to perform their obligations under the GTC’s, including, without limitation the Services;
• f) ensure that its network and systems comply with the relevant specifications provided by HOXX from time to time; and
• g) be solely responsible for procuring and maintaining its hardware and network connections and telecommunications links from its systems and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

The Customer shall use the Software strictly in accordance with these GTC’s and the Acceptable Use Policy (“AUP”), which forms an integral and binding part of the Agreement.

The Customer shall not, except as may be allowed by any applicable law which cannot be excluded and except to the extent expressly permitted under these GTC’s,:

• a) (attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
• b) (attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• c) access all or any part of the Software, Services, Documentation in order to build a competing product or service; or
• d) use the Software, Services and/or Documentation to provide services to third parties; or
• e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, Services and/or Documentation available to any third party, unless explicitly agreed otherwise in these GTC’s; or
• f) merge or combine all or any part of the Software with software, hardware, infrastructure or materials that are not provided or priorly approved by HOXX. If Customer requires information related to the interoperability of the Software with other programs, it must request such information from HOXX.

Further, the Customer shall ensure that neither itself nor its Authorized Users shall, or shall authorize others, to:

• a) bypass any security requirements or otherwise endanger the operation and safety of the Software;
• b) cause (any part of) the Software to become subject to terms of a license that requires that the use, modification or distribution is subject to such license (e.g. open-source software license);
• c) use (any part of) the Software for any illegitimate or illegal purposes or in any manner that is in violation of any applicable laws, rules or regulations;
• d) use or offer (any part of) the Software in a way that harms HOXX’s reputation, or the reputation of any other party in any way; or
• e) use (any part of) the Software for any other purpose that is inconsistent with the purpose of the Software and/ these GTC’s.

The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and will, in the event the Customer becomes aware of any such unauthorized access or use, promptly notify HOXX.

Furthermore, the Customer shall not access, store, distribute or transmit any Malware to, via or on the Software, or any material during the course of its use of the Services that:

• a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• b) causes damage or injury to any person or property or infringes upon the rights of HOXX or third parties.

Furthermore, HOXX reserves the right, without liability to the Customer, to – at its own discretion - disable or suspend the Customer’s and Authorized Users’ access to any material and/or Customer Data that breaches the provisions of this clause.

HOXX shall, during the term of the Agreement, provide the Services and make available the Documentation to the Customer as agreed upon in the Order Form and/or Annex 1.

The Customer is aware and accepts that:

• a) HOXX relies on data center services of third parties to provide the Software and the Services. As a consequence, the Customer Data may be transferred to these third parties for such purpose; and
• b) HOXX reserves the exclusive right to change or replace its cloud or hosting service provider at any time without prior notice.

More information about the hosting services provided by HOXX is described in Annex 1.

8.1 Ownership of Customer Data

Unless otherwise provided, the Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. HOXX shall only use the Customer Data for the sole purpose of providing the Software and the Services.

All Intellectual Property Rights in and to the Customer Data shall vest and remain vested in the Customer or its licensors (as applicable), unless otherwise provided. To the extent that HOXX, or anyone acting on its behalf, acquires any Intellectual Property Rights in the Customer Data, it shall assign or procure the assignment of such Intellectual Property Rights with full title and guarantee (including by way of present assignment of future Intellectual Property Rights) to Customer.

8.2 Rights to use the Customer Data

The Customer grants a perpetual, non-revocable, transferable, assignable, sub-licensable, non-exclusive, royalty-free license to HOXX, or anyone acting on its behalf, to use the Customer Data, for the purpose of:

• providing the Software and the Services under the Agreement; and
• anonymizing and aggregating such Customer Data in order for HOXX to be able to perform analyses based on such Customer Data and to gain insights into such data which it can use for its own purposes.

This right includes, but is not limited to, the right for HOXX to copy, amend, translate, reproduce, incorporate the Customer Data, worldwide, during the term of the Agreement.

If the Customer provides suggestions, improvements, ideas, or any other feedback relating to the Software or Services, the Customer hereby grants HOXX a royalty-free, worldwide, transferable, sublicensable, and perpetual right to use, implement, modify, and commercialize such feedback on an anonymized or aggregated way to improve the Software or Services.

As mentioned in clause 19.3, the Customer has the right to export all Customer Data within a period of three (3) months after termination of the GTC’s by sending an e-mail to HOXX via the contact details mentioned in the Order Form. After such date, HOXX shall delete the Customer Data unless it would be legally obliged to maintain certain Customer Data.

8.3 Personal data

To the extent HOXX processes personal data on behalf of the Customer, the Data Processing Agreement (Annex 2) shall apply. In this context the Customer shall act as a Controller and HOXX as a Processor (both as further defined in Annex 2).

When HOXX processes personal data for its own purposes, it will act as a Controller (e.g., for account registration, processing of personal data for statistical purposes etc.). in such context, personal data will be processed in accordance with the Privacy Policy and in the Software.

HOXX undertakes to provide the Software and Services substantially in accordance with the Training and/or Documentation, applicable laws and regulations and with skill, care, and diligence, and HOXX shall use all reasonable endeavors consistent with industry standards to successfully complete such Services in accordance with these GTC’s.

The aforementioned undertaking shall not apply when any damage is caused by using the Software or the Services contrary to HOXX's instructions, or in the event of modification or alteration of the Software or Services by any Party other than HOXX or HOXX's duly authorized contractors or agents.

Notwithstanding the foregoing, and except for the express warranties made in these GTC’s, HOXX:

• a) does not warrant that the Customer's use of the Software will be uninterrupted or error-free; nor that the Software, Services, Documentation will meet the Customer's expectations; and
• b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software, Services and Documentation may be subject to limitations, delays and other problems inherent to the use of such communications facilities, unless such situation is due to HOXX’s own fault, omission, gross negligence or willful misconduct.

These GTC’s shall not prevent HOXX from entering into similar agreements with third parties, or from developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these GTC’s.

HOXX warrants and represents that:

• a) it has full power and authority to execute, deliver and perform its obligations under the GTC’s;
• b) there are no other rights or agreements that would impede the performance of its obligations and responsibilities under the GTC’s; and
• c) it is not a party, whether directly or indirectly, to litigation proceedings or disputes which could have a material adverse effect upon its ability to perform its obligations and responsibilities under the GTC’s.

To the maximum extent permitted by applicable law, HOXX disclaims all other representations and warranties, including (without limitation) warranties and representations of satisfactory quality, condition, performance, security, non-infringement, merchantability or fitness for a particular purpose, of the Software or Services, which are provided to the Customer “as is”, and may be subject to delays, interruptions, errors, defects or other problems resulting from use of the Internet or public electronic communication networks.

HOXX warrants that (a) it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under these GTC’s; (b) all Software, Services and Documentation provided by HOXX under these GTC’s will not – to the best of HOXX’s knowledge- infringe, misappropriate or otherwise violate any Intellectual Property Right, and (c) HOXX will do its best efforts to use virus scanning and other generally accepted practices in HOXX’s industry designed to ensure that the Software and Services are free of Malware.

The calculation of the Subscription Fees as well as the payment terms are further described in Annex 3.

In case of partial or non-payment of an invoice at its due date:

• a) the amount due will automatically and without prior notice be increased with the statutory annual interest rate set in the Belgian law on combatting late payments in commercial transactions as well as a fixed compensation amounting to ten (10) percent of the outstanding amount, with a minimum of 250 EUR;
• b) any other non-expired debt of Customer will become due automatically and without prior notice;
• c) HOXX may, temporarily disable or suspend the Customer’s account and access to all or part of the Software or Services if the Customer did not pay the payable fees within 14 calendar days after written notice of default.

Late payment by the Customer shall be considered a material breach of the GTC’s.

HOXX shall be entitled to change the Subscription Fees, at the start of each Renewal Period upon 14 days’ prior written notice to the Customer and Annex 1 shall be deemed to have been amended accordingly. If the Customer did not agree with such price adjustments, it can object within 7 calendar days and terminate the Agreement. If the Customer did not object within such period, it shall be deemed to have accepted the changed Subscription Fees.

The Software, Services and Documentation provided by HOXX or to which access is provided to the Customer are protected by Intellectual Property Rights owned or held by HOXX or its licensors.

In this context, the Customer acknowledges and agrees that any and all rights (including but not limited to Intellectual Property Rights), title and interest in and to such Software, Services and Documentation shall be and remain the exclusive property of HOXX or its licensors (whichever is applicable). No rights or licenses are granted to the customer or its Authorized Users by HOXX other than as provided for in the GTC’s.

The Customer acknowledges and agrees that HOXX and/or its licensors own or hold rights in all Intellectual Property Rights vested in the Software, the Services and the Documentation. Except as expressly stated herein, these GTC’s do not grant the Customer any rights to these Intellectual Property Rights.

HOXX confirms that it owns or is granted all the rights in relation to the Software, the Services and the Documentation that are necessary to provide the Services.

15.1 AI provided by third parties

HOXX hereby informs the Customer that the Software and Services may incorporate Artificial Intelligence (“AI”) technologies (i.e. AI models or systems) to enhance functionality and performance or to perform certain assessments or analyses. Such AI technologies are supplied and operated by third-party providers (“AI Providers”), each of whom impose their own terms and conditions (“AI Provider Terms”) on the use of their respective AI technologies.

The Customer acknowledges and agrees that:

• a) AI technologies inherently involve certain risks, including but not limited to limitations in accuracy, potential biases, hallucinations and evolving capabilities;
• b) HOXX does not guarantee the infallibility or uninterrupted availability of AI functionalities; and
• c) the Customer assumes responsibility for understanding and managing such risks in its use of the Software.

15.2 Choice of AI System or Model

Where the Software offers options to select among different AI systems or models, HOXX shall enable the Customer to make such selections within the Software interface. The Customer shall have the opportunity to review and accept the applicable AI Provider Terms prior to activating or utilizing the selected AI system or model. Without an AI system or model selection the AI functionality within the Software will be disabled by default.

The Customer agrees that use of AI functionalities is subject to the respective AI Provider Terms, which may include additional rights, obligations, and disclaimers. HOXX shall not be liable for any claims, losses, or damages arising from the Customer’s use of AI technologies beyond HOXX’s direct control.

Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these GTC’s. A Party’s Confidential Information shall not be deemed to include information that:

• a) is or becomes publicly known other than through any act or omission of the receiving party;
• b) was in the other Party’s lawful possession before the disclosure;
• c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
• e) is required to be disclosed by law, regulation, subpoena, by any court of competent jurisdiction or by any regulatory or administrative body, provided that (a) the receiving party gives the disclosing party prompt written notice of such legal obligation prior to disclosure, (b) takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure, and (c) discloses only the Confidential Information strictly required to comply with such legal obligation.

Unless otherwise as otherwise agreed in these GTC’s, each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information, available to any third party other than to their Representatives (as defined further hereunder) without the other Party’s prior written approval, and only to the extent they (a) have a “need-to-know” in view of the performance of the Services in accordance with these GTC’s; and (b) are subject to written confidentiality undertakings no less strict than those set forth in these GTC’s, irrespective of whether such Representatives remain employed or contracted by the receiving Party. For the purposes of these GTC’s, “Representatives” shall mean with respect to a Party, or an Affiliate, such Party’s or such Affiliate’s directors, managers, officers, employees, consultants, subcontractors or professional advisors. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of and compliance with these GTC’s.

A receiving Party shall use at least the same degree of care in protecting the disclosing Party’s Confidential Information as such receiving party generally exercises in protecting its own most valuable proprietary information and shall inform its Representatives, having access to the disclosing party’s Confidential Information, of its confidential nature. In no event shall a receiving Party use less than a commercially reasonable degree of care in protecting the disclosing Party’s Confidential Information. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these GTC’s. The receiving party agrees that it shall be responsible for any breach of confidentiality by its employees or agents hereunder.

Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. For the avoidance of doubt, the term “third party” in this clause does not include either Party’s Representatives or any third party for which that Party is responsible according to this clause.

The Customer acknowledges and agrees that any and all inventions related to Software, Services and Documentation, including and not limited to algorithms, software, processes, workflows, source code and compiled code, and all information and data provided by HOXX in the performance of the Services hereunder is considered Confidential Information of HOXX.

Without prejudice to the aforementioned, HOXX is however allowed to use and share Confidential Information with third parties (e.g. hosting providers) solely to the extent it is necessary to provide the Software and Services under these GTC’s and subject to implementation of measures to ensure the Confidential Information maintains confidential.

This clause shall survive termination of these GTC’s for five (5) years thereafter and with respect to Confidential Information being trade secrets, for such longer period as legally required to maintain such trade secret protection.

17.1 indemnification obligation of the Customer

The Customer shall be liable for, and hold harmless and indemnify HOXX from and against any and all actions, liabilities, claims, fines, demands, losses, damages, proceedings, costs, or expenses (including reasonable legal fees, costs, and expenses) suffered or incurred by HOXX in connection with any claim relating to:

• the wrongful use of the Software by the Customer or the Authorized Users (including, but not limited to, any use contrary to the applicable laws or regulations or contrary to the provisions of the GTC’s ); and/or
• any Customer Data uploaded in the Software or Services by the Customer.

17.2 indemnification obligation of HOXX

HOXX shall (i) defend the Customer against a claim naming the Customer as a defendant, made by a third party, which alleges that the Customer’s authorized and proper use of the Software or the Services infringes that third party’s Intellectual Property Rights (each, an “IP Claim”), and (ii) pay any amount awarded by a court of competent jurisdiction under any final judgement or agreed upon in writing by HOXX in a final settlement of that IP Claim. This liability will be subject to the cap specified in clause 18.

HOXX’ indemnification obligation set forth above will be subject to:

• the Customer providing prompt notification of the IP Claim to HOXX, in writing and indicating all relevant particulars;
• the Customer allowing HOXX to have sole control in conducting all negotiations and proceedings regarding the IP Claim;
• the Customer providing HOXX with all necessary information and assistance regarding the IP Claim;
• the Customer refraining from (and taking all reasonable endeavors to ensure that all Authorized Users refrain from) making any adverse admission or comment relating to the IP Claim without the prior, written approval of HOXX.

In the event of an ongoing IP Claim, HOXX may, (i) at its sole discretion replace or modify the Software with non-infringing substitutes provided that such substitutes do not adversely affect the performance or material functionality of the Software or (ii) procure for the Customer the right to continue using the Software.

In the event HOXX is unable to achieve either of the outcomes described above, or in the event HOXX otherwise elects to proceed under this clause, then HOXX may elect by written notification to the Customer that:

• these Agreement shall immediately terminate to the extent that is affected by the IP Claim; and/or
• HOXX shall issue a credit or a refund (at HOXX’ option) to the Customer for the fees paid by the Customer to HOXX under these GTC’s in respect of any remaining period during which the Software and Services can no longer be used by the Customer, subject to a reasonable deduction to reflect the Customer’s use of the Software and Services.

HOXX shall have no liability or obligations under this clause in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

• any modifications of the Software made by the Customer, its Authorized Users or a third party, without HOXX’ express written approval;
• any use of the Software in combination with any software, hardware or data that has not been supplied by HOXX;
• any use of the Software contrary to the terms of the GTC’s or to HOXX’ reasonable instructions; or
• to the extent the IP Claim is caused by the Customer, its Authorized Users or any other third party.

The provisions of this clause set out the Customer’s sole and exclusive remedies arising in the context of such IP claim, including in contract, tort, negligence or otherwise.

HOXX’s total and aggregate liability under these GTC’s shall be limited to any direct damages resulting from any breach of any obligation thereunder. In no event shall HOXX be liable for any indirect, incidental or consequential damages (including any lost opportunities, loss of turnover or profits, loss of data, lost goodwill, lost business or any other indirect economic damages).

In any event, HOXX’s liability (whether in contract, tort or otherwise) in connection with these GTC’s shall be limited to the total amount of the Subscription Fees that were paid by the Customer during the twelve (12) months preceding the damage causing event, except in case of:

• fraud, willful misconduct and/or gross negligence; or
• physical injury to (a) physical person(s);
• damage caused by software from third parties.

The Customer shall be and remain fully responsible and liable for any and all breaches of these GTC’s caused by itself, its Affiliates or by its Authorized Users. HOXX shall not be liable, in any manner, for the Customer or its Authorized User’s incorrect use of the Software or Services or for the Customer Data.

19.1 Term

The Agreement will be effective on the Effective Day and will have the Initial Term as indicated in the Order Form. After expiry of such Initial Term, the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

• a) either Party notifies the other Party of termination, in writing, at least ninety (90) calendar days before the end of the Initial Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
• b) otherwise renewed or terminated in accordance with the provisions of the Order Form.

The Initial Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

19.2 Termination

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if:

• a) the other Party commits a material breach of any of the terms of the GTC’s and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of that Party being notified in writing of the breach; or
• b) an order is made, or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party; or
• c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other Party, or notice of intention to appoint an administrator is given by the other Party or its directors; or
• d) a receiver is appointed of any of the other Party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other Party, or if any other person takes possession of or sells the other Party's assets; or
• e) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
• f) the other Party ceases, or threatens to cease, to trade; or
• g) there is a Change of Control within the Customer.

19.3 Consequences of termination

On termination of the Agreement for any reason:

• a) all (access) rights and licenses granted under these GTC’s shall immediately terminate;
• b) each Party shall do its best efforts to return and make no further use of any equipment, property, Documentation, including Confidential Information and other items (and all copies of them) belonging to the other Party; except that, with regards to Confidential Information, the receiving Party may keep one copy solely for the purpose of complying with mandatory laws and regulations. Any such retained copies shall remain subject to the confidentiality and non-use obligations set forth herein. With regard to the Customer Data specifically, the Customer has the right to export all Customer Data within a period of three (3) months after termination of the GTC’s by sending an e-mail to HOXX via the contact details mentioned in the Order Form. Upon such request, HOXX shall do its best efforts to provide the Customer Data in a machine-readable format within a reasonable period;
• c) the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Termination of the Agreement shall not relieve the Customer from any Subscription Fees or other payment obligations under the GTC’s which may have arisen prior to termination or expiry, or which expressly or by implication become effective or continue to be effective on or after such termination. These payable fees include anticipated and accrued costs by HOXX (e.g. for scheduled resources or employees). The Customer will pay all payable Subscription Fees up until the effective date of termination or expiry (where relevant on a pro rata basis).

Parties acknowledge that HOXX, or a third party acting on behalf of HOXX, has the right to verify the specific usage of the Software and/or Services by the Customer (including e.g. number of accounts used, machine identification and the IP address of the device, etc.), to allow HOXX to verify whether the Customer uses the Software in accordance with the GTC’s.

The audits will take place at the expense of HOXX unless the audit shows that the Customer does not comply with using the Software in accordance with the GTC’s. In such event HOXX shall have the right to:

• recalculate the fees retroactively based on the correct data;
• invoice any differences for the current and/or previous contract year(s);
• calculate any additional damages;
• invoice the costs for the respective audit.

Neither Party shall be liable to the other under these GTC’s if it is prevented from or delayed in performing its obligations under these GTC’s, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, failure or delay that (i) is not due to its own act, omission, negligence or willful misconduct, (ii) could not have been overcome by the exercise of due diligence by the affected Party, (iii) could not have been prevented by reasonable precautions of the affected Party (whether or not taken), (iv) could not have been avoided by the affected Party through the use of alternate sources, work-around plans or other means including but not limited to the affected Party’s compliance with its business continuity and disaster recovery plans, and (v) strikes, lock-outs or other industrial disputes (whether involving the workforce of HOXX or any other Party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, cyber incidents, outage of internet, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, or storm, provided that the Party impacted by the force majeure event is notified of such an event and its expected duration.

If a force majeure event occurs and disrupts the Software or Services to be provided, the GTC’s shall be deemed extended by the length of the force majeure event without any additional Subscription Fees or other charges being owed by Customer. Notwithstanding the foregoing, if a force majeure event affecting HOXX’s performance under these GTC’s continues substantially uninterrupted for a period of more than sixty (60) consecutive days, each Party may terminate the Agreement upon written notice.

Equal to force majeure are events beyond HOXX's control, which substantially change the economic importance or contents of the delivery, considerably affect the HOXX's business, or render its contractual duties excessively onerous. Such events may include, but are not limited to, significant increases in the cost of network or hosting services, resources, energy costs, security, or other essential inputs exceeding 5% of the original agreed prices. HOXX shall be entitled to adjust the prices accordingly, considering the principles of reasonableness and good faith, to reflect the increased costs. If adaptation of the GTC’s is not economically justifiable or feasible, HOXX shall have the right to rescind the GTC’s without being due any indemnification to the Customer.

HOXX shall be entitled, without prior approval of the Customer, to list the Customer and Customer brand material among its clients on its offline or online media. HOXX and the Customer shall have the right to approve, before issuance, any press release with respect to these GTC’s. HOXX shall use its best efforts to consult the Customer in connection with any such press release or other public disclosure prior to its release and the Customer shall be provided with a copy thereof upon release thereof.

A waiver of any right under these GTC’s is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given. A waiver of a breach or violation of any provision of these GTC’s shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these GTC’s.

Unless specifically provided otherwise, rights arising under these GTC’s are cumulative and do not exclude rights provided by law.

If any provision (or part of a provision) of these GTC’s is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the original commercial intention of the Parties.

These GTC’s, and any documents referred to in it (including the Order Form and the Annexes), constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

Each of the Parties acknowledges and agrees that in entering into these GTC’s, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these GTC’s or not) relating to the subject matter of these GTC’s, other than as expressly set out in these GTC’s.

The Customer shall not, without the prior written consent of HOXX, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these GTC’s.

HOXX may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these GTC’s (including the right to assign it to affiliates or third parties upon prior written notice to the Customer).

Moreover, HOXX shall be permitted to subcontract the performance of any Services or obligations under these GTC’s to a third party, without the written consent of Customer, provided however that HOXX shall remain responsible and liable to Customer for all such Services performed by such subcontractors under these GTC’s as if HOXX had performed those Services itself.

Nothing in these GTC’s is intended to or shall operate to create a partnership between the parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

These GTC’s do not confer any rights on any person or party, other than the Parties to these GTC’s.

Any notice required to be given under these GTC’s shall be in writing and shall be delivered by email, hand or sent by post to the other Party at its address set out in the Order Form, or such other address as may have been notified by that Party for such purposes.

A notice delivered by email or by hand shall be deemed to have been received when delivered (or if delivery is not in Business Hours at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

These GTC’s and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Belgium.

The parties agree that the Belgian courts in the Judicial District of Antwerp, department of Antwerp have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these GTC’s or its subject matter or formation (including non-contractual disputes or claims).

Annexes:

• Annex 1: Services
• Annex 2: Data Processing Agreement
• Annex 3: Subscription Fees and payment terms

1.1 Service desk

Support tickets may be submitted via the “Service Desk”, via the “Bugs and Features” module integrated within the Software or via your account manager and will be addressed within reasonable time during Business Hours.

1.2 Request for support

During the term of the Agreement, the Customer may submit an unlimited, but reasonable, number of support requests (i.e. support tickets), free of charge, solely including questions related to Bugs or guidance on the use of the standard functionalities of the Software.

All communication related to the Software and Services must occur by means of the Service Desk.

The Customer ensures that all Bugs with regard to the Software will be notified via the Service Desk, without undue delay after they became aware thereof. A Bug will only be considered as reported from the time it is registered in the Service Desk.

Together with the notification, the Customer will provide at least the following information:

• the name of Customer;
• the product version number of the relevant Software; and
• a detailed description of the Bug and possible cause.

1.3 Bug fixing

During the term of the Agreement, HOXX undertakes to use reasonable efforts to analyze and address reports of Bugs related to the Software, provided that such Bugs are sufficiently documented and reproducible.

HOXX shall do its best efforts to, as a general rule, acknowledge and begin processing such reports within two (2) Business Days of receipt.

At its reasonable discretion, HOXX shall propose an appropriate solution, which may include, but is not limited to:

• a correction or patch to the Software;
• a temporary or permanent workaround; or
• configuration advice.

HOXX shall use reasonable efforts to analyze and remedy Bugs in accordance with this clause. The mere existence of Bugs in the Software shall not constitute a breach of this Agreement, except in cases of willful misconduct, fraud, or gross negligence by HOXX.

Other support requests, such as those relating to development or customization, will be subject to a separate Order Form. If it is unclear whether a request falls within the scope of the Agreement, the decision shall be at HOXX’s reasonable discretion.

HOXX reserves the right to perform updates, upgrades, and improvements to the Software or to perform security solutions for any security-related Bugs without requiring manual action from the Customer.

HOXX shall make reasonable efforts to carry out such changes without materially impacting the continuity of the services.

The Customer acknowledges that updates may be necessary for security, performance, and compatibility reasons, and that such updates shall not constitute a breach of this Agreement.

2.1 Scheduled and maintenance windows and emergency maintenance

HOXX may perform scheduled maintenance activities that may cause temporary service interruptions. Scheduled maintenance will, to the extent reasonably practicable, be announced in advance via the Software or by email and will preferably take place outside Business Hours. Interruptions during scheduled maintenance windows shall not be considered interruptions of the availability level for the purpose of availability calculations.

HOXX may need to perform emergency maintenance from time to time, including security patch installation or configuration. HOXX may not be able to provide the Customer with advanced notice in case of emergency maintenance.

3.1 Hosting services

In the context of hosting the Software, HOXX commits to:

• hosting the Software within the European hosting region in Tier-III data centers or equivalent;
• class A SSL encryption (HTTPS) for all communications;
• fully automated and verified backups;
• a Disaster Recovery Plan (DRP) that is regularly tested.

To ensure that no Customer Data would be lost, HOXX advises the Customer to, in addition to the aforementioned backups, still perform its own backups regularly and to not exclusively rely on backups performed by HOXX.

3.2 Availability percentage

HOXX shall use commercially reasonable endeavors to make the Services available, with 99% network availability per year, on a 24-hour a day, seven days a week basis, except for:

• scheduled or emergency maintenance;
• unscheduled maintenance performed outside Business Hours, provided that HOXX has used reasonable endeavors to give the Customer at least six (6) hours’ notice in advance;
• network failures or device failures;
• unauthorized use of the Software or Services by the customer;
• actions caused by the Customer; and
• inaccessibility due to a force majeure event, as described in clause 21.

Partial or complete unavailability of the Services caused by third party service providers (including but not limited to electricity providers, hardware providers, network service providers, data centers) to HOXX, will not qualify when calculating unavailability of the Services, unless such situation is due to HOXX’s own fault, omission, gross negligence or willful misconduct.

3.3 Service Credits

If the availability of the Software in any calendar month falls below:

• 98.0% (excluding scheduled maintenance windows), the Customer shall be entitled to a service credit (“Service Credit”) equal to 5% of the monthly pro rata portion of the annual Subscription Fee for that month; and
• 95.0%, the Customer shall be entitled to a service credit equal to 10% of the monthly pro rata portion of the annual Subscription Fee for that month.

Service Credits shall be the sole and exclusive remedy of the Customer relating to availability of the Software. It can only be applied as a set-off against future invoices for Subscription Fees and does not entitle the Customer to any cash refund.

The Customer must submit a written request for Service Credits within thirty (30) calendar days following the end of the relevant month.

Unless expressly agreed otherwise in writing, this Agreement does not include implementation, onboarding, migration, or integration services.

If such services are provided by HOXX, they shall be subject to a separate quotation, project scope, or service agreement specifying pricing, timing, deliverables, and the responsibilities of the Parties.

If the Customer requests training related to the use of the Software or modules, HOXX may offer such training remotely or on-site, solely pursuant to a separate written agreement or quotation or Order Form. Details of requested Training will be agreed upon in the Order Form.

In addition to the terms defined elsewhere in the Agreement and the terms defined in the General Terms & Conditions (which is part of the Agreement), capitalized terms used in this DPA have the meaning set out below:

Parties agree that non-defined terms in this Agreement, which are defined in article 4 GDPR, shall have the same meaning as set out in that article.

The Controller determines the legal bases on which the Personal Data will be processed. The Processor shall process the different categories of Personal Data on behalf of the Controller as determined by the Controller (and as further described in Schedule 1 (Processing Details)).

The Personal Data relates to the categories of Data Subjects as determined by the Controller (and as further described in Schedule 1 (Processing Details)).

The Processor shall only process the Personal Data in the context of the Agreement and more specific for the purposes determined by the Controller (and as further described in Schedule 1 (Processing Details)).

The Processor confirms that it shall only process the Personal Data on behalf of the Controller. The Processor confirms that it has, amongst others, no say in determining (i) the purposes and the means of the processing, (ii) the duration of the processing, (iii) the recipients of the Personal Data, (iv) the transfer of personal data to countries outside the European Economic Area, etc.

The Processor shall only process the Personal data on documented instructions (including e-mail) of the Controller in the context of the Agreement. The Processor shall immediately inform the Controller if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions

The Processor shall undertake all reasonable measures and provide reasonable assistance to the Controller within a reasonable time, in order for the Controller to be able to meet its obligations imposed by the GDPR within the legal time limit. In that respect, the Controller shall request the Processor’s assistance in writing (including e-mail). In such case, the Parties will negotiate in good faith reimbursement by the Controller of the reasonable costs incurred by the Processor in this respect.

The Processor shall not transfer the Personal Data to countries outside the European Economic Area, unless so instructed by the Controller. The Controller will only instruct the Processor to do so, in case such transfer is allowed under and in accordance with the GDPR.

The Processor ensures that it shall undertake all reasonable measures in order to limit the access to Personal Data to the employees and appointees (including sub-processor) who need to access the Personal Data in order to provide the Services. The Processor ensures that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

The Processor shall assist the Controller in order to conduct a data protection impact assessment. In that respect, the Controller shall request the Processor’s assistance in writing (including e-mail). The Processor shall assist the Controller to consult the data protection authority prior to processing where a data protection impact assessment indicates that the processing would result in a high risk and the measures proposed by the Controller cannot mitigate that risk.

The Processor may rely on the services of sub-processors (third parties), whose details are included in Schedule 2 (Sub-processors). The Controller accepts the appointment of these sub-processors. The Processor shall inform the Controller in writing (including e-mail), if the Processor wishes to rely on the services of other third parties than those included in Schedule 2. The Controller can protest the appointment of a new sub-processor in writing (including e-mail) within 30 business days upon receipt of the Processor’s notice. The Controller shall not unreasonably withhold consent to the appointment of a new sub-processor.

The Processor shall enter into an agreement with all the sub-processors. Such agreement shall substantially be in the form of this Agreement. The Processor shall remain fully liable to the Controller for the performance of that sub-processor’s obligations.

The Processor has taken and has implemented reasonable security measures in accordance with article 32 GDPR.

The Processor shall take and shall implement appropriate technical and organizational measures. The Processor shall describe all its implemented technical and organizational measures in Schedule 3 (Technical and Organizational Measures). In the event the Processor engages sub-processors, the Processor ensures that the sub-processor guarantees to implement appropriate technical and organizational measures. Such technical and organizational measures shall substantially be in the form of Schedule 3.

The Processor shall inform the Controller, without undue delay after becoming aware of a personal data breach. The Processor shall reasonably assist the Controller if it is required to do so.

The Processor shall assist the Controller by appropriate technical and organizational measures, insofar as possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights.

The Processor shall inform the Controller without unreasonable delay; in the event the Processor receives a request of a Data Subject to exercise his/her rights. The Processor shall not undertake any action, in the absence of an explicit request of the Controller. Parties acknowledge that it is the Controller’s responsibility to answer such request of a Data Subject, except for the circumstance that the Controller explicitly mandated the Processor to do so and Processor is capable of doing so.

The Controller has the right to only carry out a documentary audit or rely on the services of third-party auditors to carry out such audit, in order to verify the Processor’s compliance with the terms of this Agreement. The Processor shall provide all reasonable assistance and documents in order to ensure that this audit can be carried out without unreasonable delay. The Processor shall immediately inform the Controller if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions.

The Controller may only carry out an audit once per year or when there are substantiated concerns that the Processor does not comply with the DPA. In the event of an audit, the Controller shall provide the Processor with prior written notice at the latest 30 calendar days prior to the audit.

In the event the Controller wishes to rely on the services of third-party auditors, the Controller shall provide the Processor with a prior written notice (including e-mail) at the latest 30 business days prior to the audit. Such information should at least contain the identity of the third party concerned. The Controller shall ensure that the appointed auditors have proven skills in the field of data protection. The Processor may, unless unreasonably, refuse a specific auditor in its own discretion and ask for the appointment of another auditor.

The Processor can voluntarily report about its activities and internal audits in the context of this Agreement on a yearly basis.

The Controller shall bear all costs related to the audit. The Processor is entitled to request a reasonable remuneration for the access to its premises, provision of information and related costs.

The Controller shall, free of any cost, provide the Processor with the result of the audit. The Controller shall ensure that its employees or appointed third parties have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Controller shall in no event communicate the result of the audit to the public.

The Controller may address its questions or requests in relation to the processing of Personal Data by the Processor to the contact details mentioned in the Order Form.

This DPA shall commence on the date of signing by both Parties and continues as long as the Agreement is in force. The termination modalities agreed upon by both Parties in the Agreement also apply to this DPA.

Upon termination, the Processor shall cease all processing activities in the context of this Agreement within three months after termination of this Agreement.

The Processor shall, at the choice of the Controller delete or return all Personal Data and existing copies and/or back-ups unless the Processor is legally obliged to store the Personal Data for a determined period. The Controller may ask for a copy of the Personal Data within three months after termination of the Agreement.

A Party shall provide the other Party with a formal notice (including e-mail), in the event a Party fails to comply with its obligations under this Agreement and thereby causes damage to the other Party.

The provisions on limitation of liability also apply to damages incurred under this DPA.

The Processor shall not be liable for any damage or losses attributed to actions, instructed by the Controller, and/or to which the Processor has protested.

This Agreement and any provision thereof may only be amended by an instrument in writing, signed by both Parties.

In the event of contradictions between this DPA and any provisions of the GTC’s or Order Form, the following order shall apply: (i) Order Form, (ii) DPA, (iii) GTC’s.

All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with Belgian law.

Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the Belgian courts in the Judicial District of Antwerp, department of Antwerp.

1. Subject matter, nature and purpose of processing

To facilitate, manage, and improve the administration, operation, and maintenance of real estate properties, including but not limited to tenant management, lease administration, property maintenance tracking, financial reporting, and compliance monitoring.

2. Categories of Data Subjects

The Personal Data processed may relate to, amongst others, the following categories of Data Subjects:

• Property owners and landlords;
• Tenants and leaseholders;
• Property managers and maintenance personnel;
• Prospective tenants;
• Third-party service providers related to property management
• Personnel and contractors of the Customer.

3. Categories of Personal Data

Categories of Personal Data which will be processed, include:

• Identification data (e.g., name, date of birth)
• Contact information (e.g., address, phone number, email)
• Financial data (e.g., payment details, bank account information, rent payment history)
• Contractual data (e.g., lease agreements, purchase agreements, terms and conditions)
• Property-related data (e.g., property address, maintenance records)
• Communication data (e.g., correspondence between parties)

The Sub-processors engaged under this DPA are:

HOXX implements appropriate technical and organisational measures in accordance with Article 32 of the GDPR to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing.

The measures implemented include, but are not limited to, the following:

1.1. Pricing

The Subscription Fees for the use of the Software shall be calculated on an annual basis, determined by the type of real estate and the associated surface area (m²) or number of units, as set out in the Order Form. The price is not dependent on the number of Authorized Users.

All amounts and fees stated or referred to in these GTC’s shall be payable in Euros and exclusive of VAT. The Customer shall be responsible for the payment of all taxes related to the orders made under these GTC’s, except where HOXX is legally required to pay or collect taxes for which the Customer is liable.

The applicable rates per property type, surface area (m²) and number of units are set out in the Order Form.

The Subscription Fees for the Initial Term shall be payable prior to the Effective Date, unless otherwise specified in the Order Form.

The Subscription Fees for each Renewal Period shall be payable at least thirty (30) days prior to each anniversary of the Effective Date, and the Customer shall pay each invoice within thirty (30) days following receipt of a valid invoice.

Subscription Fees are calculated based on the real estate portfolio registered in the Software, expressed in square meters (m²) and units, and in accordance with the rate table set forth above. Unless otherwise agreed in writing, Subscription Fees apply per calendar year and are invoiced in advance.

The registration data recorded in the Software shall be decisive for the calculation of the Subscription Fees. The Customer shall ensure that the number of active units and the total registered square meters (m²) in the Software are accurate, complete, and kept up to date at all times.

The Customer acknowledges that any modifications to the portfolio will only affect invoicing from the moment such changes are effectively registered and activated in the Software.

If the Customer registers or activates additional real estate, square meters (m²), or units in the Software during the current Subscription Period (for example through acquisition or the granting of usage rights), such assets shall automatically become billable from the moment of registration and activation in the Software.

In such cases, HOXX shall issue an additional invoice, calculated pro rata temporis based on the number of remaining full months of the current Subscription Period, starting from the date of registration or activation in the Software. This additional invoice shall be immediately due and payable in accordance with HOXX’s standard payment terms.

If the Customer removes, deactivates, or sells real estate, square meters (m²), or units during the current Subscription Period, HOXX shall calculate a pro rata temporis credit for the unused portion of the prepaid Subscription Period.

The resulting amount shall be granted by HOXX in the form of Service Credits.

Service Credits represent an internal accounting currency within the Software and may be used by the Customer to offset future subscription invoices or to purchase other services available within the platform.

Service Credits:

• are not redeemable for cash;
• are non-transferable to third parties;
• cannot be converted into any other form of compensation.

Service Credits shall only be granted from the date on which the removal, deactivation, or sale is correctly registered in the Software.

Certain functionalities of the Software may rely on third-party services or infrastructure, including but not limited to:

• Artificial Intelligence model usage;
• Telephony services, including calls and WhatsApp messaging;
• Database storage and usage, measured in gigabytes (GB).

These services may be charged either through the use of Service Credits within the platform or through separate invoicing by HOXX, as determined at HOXX’s sole discretion.

HOXX shall therefore have the right to decide, on a case-by-case basis, whether such services are:

1. deducted from available Service Credits, or
2. billed separately based on actual usage and the applicable third-party rates at the time of use.

Where such services are billed separately, they shall be invoiced based on effective usage metrics, including but not limited to:

• the number of AI model requests, tokens, or compute usage;
• the number of calls or messages processed;
• the volume of database storage or data processing (in GB).

HOXX reserves the right to apply the prevailing rates charged by the relevant third-party providers, with reasonable administrative margin, currently fixed at 10%, where applicable.

HOXX may adjust the applicable rates for such services from time to time in order to reflect changes imposed by third-party providers, infrastructure providers, or telecommunications operators, without such adjustment being considered a modification of the Subscription Fees.

The usage data recorded within the Software shall be conclusive for billing purposes.

For each real estate object and unit for which the Software is used, the Customer undertakes to enter the correct and complete surface area (in m²) or the correct number of units and to keep this data up to date throughout the term of the Agreement. To verify the data provided, the Customer must have official building or land plans substantiating the declared surface areas or, if such plans are unavailable, sufficient and clear photographs reasonably demonstrating the size and layout of the spaces.

HOXX reserves the right to request additional clarification or documentation if the information provided is insufficient or unclear or when there are concerns that the information is incorrect.

For certain property types, a minimum billable surface area (“Minimum Billing Floor”) applies. This means that if the declared actual surface area is less than the Minimum Billing Floor, HOXX is entitled to charge at least the Minimum Billing Floor surface area. This Minimum Billing Floor serves solely as a minimum billing basis and does not exempt the Customer from the obligation to enter the actual and correct surface area in the Software. Unless otherwise agreed in writing, the following Minimum Billing Floor apply for portfolios under 50,000 m²: € 7.000.

If the actual surface area exceeds the Minimum Billing Floor, the actual surface area shall always be billed.

For Customers with a total real estate portfolio exceeding 50,000 m² (calculated based on the total entered and billable surface areas within the Software) the Subscription Fee shall be calculated solely based on the actual surface area entered, with the Customer’s obligation to provide accurate data and supporting evidence (plans or photographs) as set out in these GTC’s remaining in force.