1. Definitions

In these General Terms & Conditions, the following terms have the meaning set out below:

• “Diasbytes”, with registered office at 9700 Oudenaarde, Lindestraat 28, registered with the Crossroads Bank for Enterprises (KBO/BCE) under number 0698.884.604, VAT number BE0698.884.604., provider of the Software.

• “Client”: the natural person or legal entity that enters into an Agreement with Diasbytes for access to and use of the Software.

• “Software” or “Services”: the cloud-based (SaaS) applications made available by Diasbytes, including Diasonline (document management) and Checkfield (operational compliance and digital checklists), together with any related support and updates.

• “Agreement”: the order form, online registration, or signed proposal, together with these Terms, under which Diasbytes grants the Client access to the Software.

• “Subscription”: the paid plan under which the Client is granted access to the Software for the Subscription Term.

• “Subscription Term”: the initial and any renewal period of the Subscription, as set out in the Agreement.

• “User(s)”: individuals authorised by the Client to access and use the Software under the Client's account.

• “Client Data”: all data, documents, and content that the Client or its Users upload to, or generate within, the Software.

2. Applicability

These General Terms & Conditions apply to every quotation, order form, online registration and agreement between Diasbytes and the Client for access to and use of the Software, unless the parties have explicitly agreed otherwise in writing.

By signing an order form, completing an online registration, starting a free trial or otherwise confirming a Subscription, the Client accepts these Terms and confirms having had the opportunity to read them.

Any general (purchase) terms and conditions used by the Client are expressly rejected and do not apply to the Agreement, unless Diasbytes has accepted them explicitly and in writing.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and the parties will replace the invalid provision with a valid one that most closely reflects its intended purpose.

3.  Registration, free trials and demos

To use the Software, the Client must register an account and provide accurate, complete and up-to-date information. The Client is responsible for the confidentiality of its login credentials and for all activity that takes place under its account.

Diasbytes may offer a free trial or demo period. At the end of the trial, access to the Software may be suspended or limited unless the Client subscribes to a paid plan. No fees are due for a trial period unless explicitly agreed otherwise.

Diasbytes may refuse a registration or suspend an account where there are reasonable grounds to suspect misuse, fraud or a breach of these Terms.

4. Access rights and acceptable use

Subject to full payment of the applicable fees and compliance with these Terms, Diasbytes grants the Client a non-exclusive, non-transferable, revocable right to access and use the Software during the Subscription Term, solely for the Client's own internal business purposes and up to the number of Users agreed in the agreement.

• The Client shall not, and shall ensure its Users do not: (a) resell, sublicense, or make the Software available to third parties; (b) reverse-engineer, decompile, or attempt to extract the source code of the Software, except where mandatorily permitted by law; (c) use the Software to store or process unlawful content; or (d) attempt to circumvent security measures or usage limits of the Software.

Diasbytes may suspend access to the Software, in whole or in part, where reasonably necessary for security reasons, in case of misuse, or in case of non-payment, after prior notice to the Client where reasonably possible.

5.  Availability, support and maintenance

Diasbytes uses reasonable commercial efforts to make the Software available on a continuous basis, but does not guarantee uninterrupted or error-free availability. Diasbytes' obligations regarding availability and performance are best-efforts obligations (middelenverbintenis), unless a specific service level is expressly agreed in writing.

Diasbytes may perform scheduled maintenance on the Software. Where reasonably possible, Diasbytes will inform the Client of planned maintenance that is expected to affect availability in advance.

Diasbytes provides support in relation to the Software through the channels and during the hours communicated to the Client (e.g. by e-mail or through a support portal). Support relating to the Client's own IT infrastructure, integrations, or third-party systems falls outside the scope of the Agreement, unless explicitly agreed.

Diasbytes may release updates, patches, or new versions of the Software from time to time to maintain, secure, or improve it. Diasbytes will make reasonable efforts to ensure that such updates do not materially reduce the core functionality relied upon by the Client.

6. Fees and payment

All prices are exclusive of VAT, unless explicitly stated otherwise, and are set out in the Agreement or order form.

Subscription fees are invoiced in advance, on a monthly or annual basis as agreed in the Agreement, unless otherwise stated.

Invoices are payable within 30 calendar days of the invoice date, by bank transfer to the account stated on the invoice, unless another payment term is explicitly agreed. Our General Terms & Conditions, available on the Diasbytes website, apply to all invoices issued by Diasbytes.

If an invoice is not paid by its due date, the Client is, by operation of law and without prior notice of default, liable for interest on arrears at the rate applicable under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, plus a fixed compensation of 10% of the outstanding amount (with a minimum of €75), without prejudice to Diasbytes' right to claim further damages.

In case of late payment, Diasbytes is entitled, after written notice, to suspend access to the Software until all outstanding amounts have been paid in full, without this constituting a breach of the Agreement by Diasbytes.

Diasbytes may adjust its Subscription fees, for instance to reflect indexation or changes in its cost structure, with at least 2 months' prior written notice before the fee change takes effect. If the Client does not accept the change, it may terminate the affected Subscription for the effective date of the change, provided it gives notice before that date.

Any complaint about an invoice must be submitted in writing within 8 calendar days of its date; after this period, the invoice is deemed accepted.

7. Client Data and data protection

As between the parties, the Client remains the owner of all Client Data. Diasbytes will only process Client Data to provide the Software, to perform the Agreement, and in accordance with the Client's instructions.

To the extent Diasbytes processes personal data on behalf of the Client as a processor within the meaning of the GDPR, the parties will enter into a data processing agreement, which forms an integral part of the Agreement.

Diasbytes implements appropriate technical and organisational measures to protect Client Data against unauthorised access, loss, or destruction, in line with generally accepted industry standards.

Diasbytes performs regular backups of Client Data in accordance with its standard backup procedures. This does not release the Client from maintaining its own copies of critical data where appropriate.

8. Intellectual property

All intellectual property rights in and to the Software, including Diasonline, Checkfield, their underlying source code, documentation, trademarks, and any improvements or developments thereof, are and remain the exclusive property of Diasbytes (or its licensors). Nothing in the Agreement transfers any such rights to the Client.

The Client retains all rights to the Client Data. The Client grants Diasbytes a limited licence to host, process, and display Client Data solely to the extent necessary to provide the Software.

Any feedback, suggestions, or ideas provided by the Client regarding the Software may be used by Diasbytes to maintain or improve the Software, without any obligation or compensation towards the Client.

9. Confidentiality

Both parties undertake to treat as confidential any information they receive from the other party which is marked as confidential or which they should reasonably understand to be confidential (including Client Data and non-public information about the Software), and to use such information solely for the purposes of the Agreement.

This confidentiality obligation survives the termination of the Agreement for a period of 3 years, and does not apply to information that is or becomes publicly available other than through a breach of this clause.

10. Liability

Diasbytes' liability for any damage arising from or in connection with the Agreement is limited to the amount actually paid out under Diasbytes' professional liability or cyber insurance for the relevant claim, or, if no such payment is made, to the total Subscription fees paid by the Client during the 12 months preceding the event giving rise to the damage.

Diasbytes is in no event liable for indirect or consequential damage, including but not limited to loss of profit, loss of customers, loss of data (to the extent Diasbytes has complied with its backup obligations under Article 7), or reputational damage.

Diasbytes is not liable for damage resulting from the Client's own IT infrastructure, internet connectivity, misuse of the Software, or Client Data that is incorrect, unlawful, or infringes third-party rights.

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any other liability that cannot be limited or excluded under applicable Belgian law.

11. Duration, cancellation and termination

The Agreement takes effect on the date the Client's Subscription is confirmed and continues for the initial Subscription Term set out in the Agreement. Unless terminated in accordance with this Article, the Subscription automatically renews for successive periods of the same duration as the initial Subscription Term.

3-month cancellation notice

Either party may terminate an ongoing Subscription at any time, subject to a notice period of 3 (three) months.

Notice must be given in writing (letter or e-mail) to the other party's contact details on file. The notice period starts on the first day of the calendar month following the month in which the notice is received, and the Subscription ends on the last day of that 3-month period.

During the notice period, the Agreement continues under the existing terms: Diasbytes keeps providing access to the Software and the Client remains liable for the corresponding Subscription fees.

This clause applies regardless of the Subscription Term or billing frequency (monthly or annual) agreed in the Agreement, unless a different notice period is explicitly agreed in writing. Notwithstanding the above, either party may terminate the Agreement with immediate effect and without notice, by registered letter, in the event of: (a) a serious breach of the Agreement by the other party that is not remedied within 14 calendar days of a written notice to remedy; or (b) the bankruptcy, manifest insolvency, or cessation of activities of the other party.

Upon termination or expiry of the Agreement, any outstanding invoices, including for the notice period, become immediately due and payable, and Diasbytes will disable the Client's access to the Software.

For 30 calendar days following termination, the Client may request an export of its Client Data in a standard, machine-readable format. After this period, Diasbytes may permanently delete the Client Data from its systems, in accordance with its standard retention procedures.

Termination of the Agreement does not affect provisions that, by their nature, are intended to survive termination, including but not limited to intellectual property (Article 8), confidentiality (Article 9), and liability (Article 10).

12. Force majeure

Neither party is liable for any failure or delay in performing its obligations under the Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control (force majeure), including but not limited to internet or hosting-provider outages, cyberattacks, strikes, or government measures.

If a force majeure situation lasts longer than 30 calendar days, either party may terminate the Agreement in writing, without any right to compensation for the other party, subject to payment for Services already provided.

13. Complaints

Complaints regarding the Software or the Services must be reported by the Client to Diasbytes in writing, within 8 calendar days of discovery, with a clear description of the complaint.

Filing a complaint does not suspend the Client's payment obligations.

14. Amendments to these Terms

Diasbytes may amend these General Terms & Conditions from time to time. The updated version will be published on the Diasbytes website and applies to Agreements entered into after the date of publication.

For ongoing Subscriptions, material changes to these Terms will be communicated to the Client at least 30 calendar days before they take effect. If the Client does not agree with a material change, it may terminate its Subscription in accordance with Article 11 for the effective date of the change.

15. Governing law and disputes

These General Terms & Conditions and all Agreements between Diasbytes and the Client are governed exclusively by Belgian law.

The parties will first attempt to resolve any dispute amicably. Failing an amicable solution, disputes fall under the exclusive jurisdiction of the courts of the judicial district where Diasbytes has its registered address, unless mandatory law provides otherwise.

16.Contact details

Diasbytes BV

Lindestraat 28, 9700 Oudenaarde

Tel.: +32 55 27 09 99

E-mail (general): info@diasbytes.com

E-mail (data protection officer): dpo@diasbytes.com