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Terms & Conditions

The present terms and conditions (the “Terms”) govern your use of the LUCY website https://www.getlucy.ai (the “Website”) and the associated Services, which are owned and operated by In Good Company BV, Cleemputtehof 8, 9070 Destelbergen (Heusden), Belgium, with corporate registration number 1006.626.408, info@getlucy.ai (“LUCY”, “Provider”, “we”, “us”, “our”).

By using the Website and associated services, you acknowledge that you have read these Terms carefully and that you agree with them without reservation. You can consult these terms and conditions at any time via the Website.

 

In the event this contract is concluded via the internet (e.g. the LUCY Website) the Parties agree to make use of the provision of article XII.10 of the Belgian Code of Economic Law, and thus agree that all information required regarding such electronic conclusion is included in these Terms.

1. IN GENERAL

  1. Any notion starting with a capital is defined in this clause or by explicit reference in these Terms. The following notions are defined as stipulated below:
    • Affiliate: means with respect to either Party, (i) any company or legal entity which controls either directly or indirectly such Party, or (ii) any company controlled by such Party, or (iii) any company holding a controlling interest in such Party at any time during the term of these Terms by owning a majority of voting stocks or by exercising control otherwise through shareholding.
    • Business Day: All days of the week, except for Saturdays, Sundays and official Belgian holidays.
    • Company: The legal entity registered by the User on LUCY to utilize the Services provided under this Agreement. The Company represents the User's professional or business interests and is subject to the terms and conditions stipulated herein for accessing and using the Services. The Company may be a sole proprietorship, partnership, corporation, or any other form of business organization legally recognized in the User’s jurisdiction. The registration of the Company by the User on LUCY constitutes the User's affirmation that the Company is legally competent to engage in the activities facilitated by the Services and to enter into and be bound by the Agreement.
    • Effective Date: means the date on which this Agreement commences as agreed between the Parties, which is the date that LUCY accepts the User’s duly completed application to become a User under this Agreement and has confirmed this to the User.
    • Intellectual Property Rights: all brands, logos, trademarks, internet domain names, models and designs, patents, copyrights (including all rights relating to software) and moral rights, rights relating to databases, semiconductor topographies, knowhow, and other rights, as well as all other industrial and intellectual rights, in any case independent from whether or not they have been registered and with the inclusion of registration applications as well as all equivalent rights or means of protection leading to a similar result anywhere in the world.
    • Services: making the Website available for your use as well as all associated services offered by Provider through the Website as described in article 2 of these Terms, but with the explicit exclusion of all other financial products and services including but not limited to receiving and managing deposits on current, savings and term accounts and offering, providing, distributing, managing, brokering or in any other way making available payment services, investment products, insurance products or any other type of financial service.
    • User (“you”, “your”): the natural or legal person who makes use of the Services in their professional capacity and who is legally competent in User’s own jurisdiction to enter into binding agreements.
  2. Upon acceptance these Terms shall constitute the one and only agreement (“Agreement”) between User and Provider. The Agreement shall be archived by Provider and shall be available on the Website. This Agreement starts on the date that you agree to the present Agreement.
  3. These Terms apply to the professional use of LUCY’s services by the User. Also, the use of LUCY’s services for the User’s private accounting will in the sense of this Agreement be considered as professional use. By accepting these Terms, You warrant that you and all Affiliates or any other entities to which You have given access to your account by proxy – e.g., your accountant – will use LUCY in a professional capacity and not as a consumer.
  4. These Terms supersede any other related requests, verbal or in writing, to submit an offer, proposal, proposition, guarantee, warrant, agreement, communication or commitment. You acknowledge that you have not accepted these Terms based on a communication, presentation, commitment, warrant or guarantee to which Provider has not agreed in writing.
  5. You agree that your terms and conditions should you have any, nor those of any third party with whom you are affiliated, will not apply in any way in relation to the provision of the Services.
  6. These Terms will apply in favor of any subcontractor or third party on which Provider relies for the provision of the Services.
  7. Provider reserves the right to modify or rectify these terms and conditions at any time without your prior consent. If this is the case, Provider will inform you as a Payment Service User of these changes in a timely manner (i.e., not later than two months before the date of the intended entry into force of the modified terms and conditions) via e-mail and/or the Website.
  8. Provider reserves the right to modify or rectify these terms and conditions at any time without your prior consent. If this is the case, Provider will inform you as a Payment Service User of these changes in a timely manner (i.e., not later than two months before the date of the intended entry into force of the modified terms and conditions) via e-mail and/or the Website. The Payment Service User may object to the modified terms and conditions before the date of the intended entry into force. If the Payment Service User does not accept the modified terms and conditions, the Payment Service User must terminate this Agreement free of charge by immediately stopping using our Services and Payment Services before the modified Terms apply. However, if the Payment Service User does not object to the modified terms and conditions and continues to use the Services and Payment Services, the Payment Service User is deemed to have accepted the modified terms and conditions without reservation.
  9. The language of the Agreement and of all communication and interaction between you and Provider in relation to the Services shall be French, Dutch, or English. In case of a conflict or discrepancy among or between the different language versions, the English version prevails. The communication between you and LUCY will also be in English, although LUCY may, at its own discretion and as a courtesy to you, answer you in the language in which you first contact LUCY.

2. SCOPE OF THE SERVICES

  1. LUCY will provide the Services to the User commencing on the Effective Date, or any later date that may be specified in this Agreement for any specified Services or locations and continuing during the term of this Agreement.
  2. The Services are not intended to serve as legal archive for the information and documents uploaded to the Website.
  3. The User agrees that LUCY registers the Company on the Peppol network in order to automate the invoicing flow. The user can cancel the activation free of charge via support.
  4. LUCY shall use its best efforts to perform the Services in material accordance with these Terms. LUCY will use reasonable care and judgment in rendering the Services and all Services will be of professional and technical quality consistent with applicable industry standards. Nevertheless, it may, without being held to any compensation but subject to prior notice to the User, proceed with an interruption of the Services for the purpose of maintaining or improving them, or where according to LUCY, suspension of the Services will prevent or usefully inhibit any illegal or unauthorized activity.
  5. Notwithstanding any other provisions of these Terms, LUCY may make background changes to the manner of its delivery of the Services, standards, operation procedures, accessibility periods, allocation and quantity of system resources used and administrative and operational methods, systems or algorithms, provided, however, that LUCY will implement such background changes so as not to materially and adversely affect the Services. Background changes will not cause an increase to the charges, unless otherwise agreed. If such changes cause a material adverse effect on the Services, the User has the right to terminate the related Service without being due any damages to LUCY.
  6. In order to enjoy the full functionality of the Services, you are required to be connected to the Internet. This may require an Internet subscription with your telecom provider for which your provider may charge you. You acknowledge that Provider has no control over the carrier charges that may apply and does not carry any responsibility in this regard.

3. OBLIGATIONS OF THE USER

  1. Commencing on the Effective Date and continuing throughout the term of this Agreement, the User shall execute its obligations as set forth in this Agreement.
  2. The User remains responsible for the management of the relationship with its own customers. Any contract for the supply of goods and services between the User and its customers is not affected by this Agreement. LUCY is not responsible for the actual supply of any goods or services by the User to his customer. The User, and not LUCY, is responsible for any disputes related thereto, including requests for refund, disputes related to unauthorized transactions or incorrect execution of payment transactions, or fraud attempts by customers of the User. All such disputes are resolved directly between the User and its customer.
  3. User acknowledges and accepts that login credentials for gaining access to the Services are personal and cannot be shared with others. Any unauthorized use of login credentials not resulting from a security breach at the side of LUCY, shall be User’s own responsibility and happen at User’s own risk. If a User suspects that User’s login credentials are being misused, User must contact Provider as soon as possible (info@getlucy.ai) so that access rights for these credentials can be revoked.
  4. LUCY may from time to time issue updates or upgrades. Should this involve an update or upgrade by the User, he shall install any update or upgrade within ninety (90) days of such update or upgrade being made available to the User in accordance with any reasonable instructions given by LUCY.
  5. In order to facilitate LUCY’s performance of the Services, the User will, at its own cost and expense, perform those tasks and fulfil those responsibilities of the User as set forth in this Agreement, including any functions retained by the User that are relevant to the Services.
  6. The User understands that LUCY’s performance of the Services may be dependent on the User’s timely and effective performance of its responsibilities under this Agreement. If the User fails to comply with its obligations under this Agreement, it agrees to bear all costs and charges related to the extra services performed by LUCY to remedy any issues resulting from the User’s shortcoming to comply with its obligations.
  7. The User shall obtain all necessary licenses, approvals, permits and consents required, if any, by any applicable governmental or regulatory authority or body necessary for the User to use the Services. The User shall use the Services in accordance with and subject to all provisions of applicable law.
  8. The User is responsible for all information and content uploaded or provided in connection with the Services. LUCY is not responsible for verifying the accuracy or correctness of the information the User or third parties provide. LUCY can therefore not be held liable for any of the User’s content or information. The User who uploads content or information to the Services that proves damaging to others and results in a claim being brought against LUCY, will defend, hold harmless and indemnify LUCY in any ensuing legal proceedings.
  9. Violation of these terms and conditions by User can result in the immediate termination of the Agreement, without prior notice, and without prior recourse to a judge.

4. TERM AND TERMINATION

  1. The Agreement will commence from the moment the User accepts these Terms. The Agreement will be of indefinite duration.
  2. Users may terminate this Agreement with immediate effect at any time without notice, compensation or prior recourse to a judge.
  3. Provider may at any time terminate this Agreement or any of the related services without compensation with two months prior notice to the User.
  4. The intent to terminate the Agreement shall be communicated: (a) by Provider via the Website; and (b) by Users by deleting/closing the profile.
  5. Without prejudice to its other rights available by law or under the Agreement, Provider may at its own discretion either terminate this Agreement with immediate effect or suspend the execution of this Agreement, deny or restrict access to the Services at any time if the User materially breaches this Agreement.
  6. Provider may also suspend the execution of this Agreement, deny or restrict access to the Services at any time:
    • if Provider becomes aware of facts that jeopardize the relationship of trust between the User and Provider or that harm or threaten to harm the Provider’s reputation;
    • in case of a reasonable suspicion of fraud or of a risk of improper or fraudulent use of the Services;
    • in the event of technical issues; or
    • for any other objective security reason.
  7. Upon termination of the Agreement all personal information and content you uploaded or included into your profile shall be anonymized and/or aggregated and the remainder deleted and destroyed by Provider, unless a legal or regulatory obligation or a judicial or administrative order prevents Provider to do so. This deletion and destruction shall therefore not include any aggregated or anonymous information that Provider uses to provide, improve or strengthen its business and Services.
  8. Upon termination of the Agreement you will cease using any and all of Provider’s intellectual property.

5. INTELLECTUAL PROPERTY

  1. Nothing under Agreement shall entail a transfer of any intellectual, industrial or other proprietary rights to the User, and the charges paid by the User to LUCY shall not include any compensation for a transfer of any intellectual, industrial or other proprietary rights.
  2. Any intellectual, industrial or other proprietary rights with respect to works created by LUCY, its employees, its consultants or its subcontractors, whether or not created in the performance of the Agreement, such as software, the documentation and any materials, documents, drawings, technology, skills, know-how and information related to the software, whether or not preceding the Effective Date of this Agreement, shall be vested exclusively in or licensed to LUCY and/or its respective licensors as the case may be.
  3. LUCY grants to the User during the term of this Agreement, a non-exclusive, non-assignable worldwide license without right to grant sub-licenses to use the LUCY Services for the specific purposes as explicitly set forth in this Agreement.
  4. The license does not give the User the right to (a) copy, sell, lend, give, lease, grant, market, commercialize, or divulge the Services or in any other way make it available to third parties, (b) reproduce, remanufacture the Services or in any other way duplicate it, (c) (try) to reverse-assemble, reverse-compile or reverse-engineer the Services, and (d) use the Services with the goal of (helping to develop) developing software or any other method or module, so as to execute (substantially) the same function as (part of) such Services. Unless otherwise agreed between the Parties the User shall not resell or permit the resale directly or indirectly, whether or not for profit, of the Services.
  5. Any intellectual, industrial or other proprietary rights with respect to any adjustments, modifications and updates to the Services or to any materials, documents, technology, drawings, skills, know-how and information related to the Services, or software, that have been made as a result of information, advice or any know-how originating from the User shall be vested exclusively in LUCY. The User shall refrain from claiming any rights related to the aforementioned intellectual, industrial or other proprietary rights or any similar protection, and from taking any steps to obtain a registration, filing or protection of any alleged rights related thereto.
  6. If the performance of the Services entails the supply of licenses for third party software, the User undertakes to strictly comply with the license conditions as supplied by the relevant third-party software suppliers.
  7. The User grants to LUCY during the term of this Agreement, a non-exclusive, non-assignable worldwide license without right to grant sub-licenses to use and display the name and logo of the User on LUCY’s website and in its communication and to mention User as customer.

6. PERSONAL DATA PROCESSING

  1. Personal data processing activities will be conducted in compliance with applicable privacy and data protection legislation including, but not limited to, the General Data Protection Regulation (Regulation (EU) 2016/679) and its implementing measures.
  2. LUCY will in some cases act as data controller with respect to the processing of personal data in the context of this Agreement and in other cases as processor. This is further described in the Privacy Policy, available at https://www.getlucy.ai.
  3. The Privacy Policy provides natural persons whose personal data are processed by LUCY with all legally required information regarding the personal data LUCY processes about them, the reasons for which their personal data are processed and their rights in relation to such processing.
  4. All personal data processed in the context of this Agreement will be considered as Confidential Information.
  5. The User recognizes that LUCY has to process certain personal data to be able to provide accounting and billing services, the User explicitly consents that its personal data is processed for the purposes and on the legal grounds set forth in the Privacy Policy.

7. FORCE MAJEURE

  1. Force Majeure Events shall relieve either Party, for so long as such event continues, from those of its obligations under these Terms, provided that such Party promptly notifies the other Party in writing describing the Force Majeure Event and immediately continues the performance of the obligations concerned when and to the extent that the Force Majeure Event is removed. Neither Party shall be entitled to claim damages for any non-performance by the other Party of any of its contractual obligations resulting from a Force Majeure Event.
  2. For the purposes of these Terms, a Force Majeure Event will be regarded as circumstances beyond the control of the party invoking the force majeure and that could not reasonably have been foreseen and that prevent the total or partial performance of any obligation under (i) these Terms, or (ii) any agreement or document further thereto, including acts of God or public enemy, civil war, insurrection or riot, fire, flood, explosion, earthquake, electrical disconnection as a result of any of the above events, national emergency, act or omission of any governmental authority or agency, inability to procure equipment, data or materials from suppliers.

8. CONFIDENTIALITY

  1. Confidential Information means any non-public, commercially proprietary or sensitive information or materials belonging to, concerning or in the possession or control of (i) a Party, or (ii) a third party in respect of which that Party is obliged to keep the information confidential (collectively, the “Disclosing Party”); in each case, which is disclosed to or otherwise made available to the other Party (or entities or persons acting on the other Party’s behalf) (the “Receiving Party”) in connection with this Agreement (including information received during prior negotiations, site visits and meetings) that is either marked or identified in writing as confidential, proprietary, secret or with another designation sufficient to give notice of its sensitive nature, or is of a type that a reasonable person would recognize it to be commercially sensitive.
  2. Confidential Information does not include any particular information of the Disclosing Party (other than personal identifying information) that the Receiving Party can demonstrate: (1) was in the possession of, or was rightfully known by, the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (2) was or has become generally available to the public other than as a result of disclosure by the Receiving Party or its agents; (3) after disclosure to the Receiving Party, was received from a third party who, to the Receiving Party’s knowledge, had a lawful right to disclose such information to the Receiving Party without any obligation to restrict its further use or disclosure; (4) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party; or (5) that the Disclosing Party has disclosed to unaffiliated third parties without similar restrictions.
  3. Each Party acknowledges that it may be furnished, receive or otherwise have access to Confidential Information of the other Party in connection with this Agreement. The Receiving Party will keep the Confidential Information of the Disclosing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.
  4. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner not otherwise permitted by this Agreement, the Receiving Party will provide the Disclosing Party with prompt notice of the request (unless legally precluded from doing so) so that the Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, the Receiving Party may furnish that portion of the Confidential Information that it determines it is legally required to furnish.
  5. Each Party’s Confidential Information will remain the property of that Party. Nothing contained in this Agreement will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or by implication, any rights or license to the Confidential Information of the other Party. Any such obligation or grant will only be as provided by other provisions of this Agreement.
  6. As requested by the Disclosing Party during the term of this Agreement, the Receiving Party will return or provide the Disclosing Party a copy of any designated Confidential Information of the Disclosing Party. When Confidential Information of the Disclosing Party is no longer required for the Receiving Party’s performance under this Agreement, or in any event upon expiration or termination of this Agreement, the Receiving Party will return all materials in any medium that contain, refer to, or relate to Confidential Information of the Disclosing Party or, at the Disclosing Party’s election, destroy them.
  7. The Receiving Party’s obligations apply to Confidential Information of the Disclosing Party made available to the Receiving Party before or after the signature of this Agreement and will continue during its term and survive its expiration or termination as follows: (1) The Receiving Party’s obligations will continue in effect until fully performed; (2) As to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations will continue for as long as the information continues to constitute a trade secret; (3) As to any portion of the Disclosing Party’s Confidential Information that constitutes personal identifying information, the obligation will continue in perpetuity; and (4) As to all other Confidential Information of the Disclosing Party, the obligations will survive for two years after the Receiving Party’s return or destruction of all copies of the Confidential Information in question.

9. WARRANTY AND LIABILITY

  1. The Services are provided to you “as is”. You accept and acknowledge that the Services are essentially dependent on software, which means that flawless operation and permanent availability cannot be assured.
  2. Nothing in this Agreement shall exclude or limit either Party’s liability for fraud or willful misconduct.
  3. Provider is not responsible for input errors that the User did not correct before confirming the data.
  4. The Provider will inform the User by e-mail or via the Website of any suspected or actual fraud or security threats.
  5. Provider reserves the right to change the functionalities and availability of the Services at all times and at its own discretion. Insofar as reasonably possible, any expected change in availability of the Services shall be communicated in advance via the Website.
  6. Provider does its best to develop and provide you the Services to the standards that may be expected from a professional service provider in the sector. You understand and accept, however, that the Services should only be construed as an informational tool, that the assessments provided through the Services do not constitute professional advice of any kind from which any rights or warranties can be derived.
  7. Provider is not responsible and cannot be held liable for any shortcoming, not even when resulting from a gross negligence or fraud in the services of third parties on which the Services rely but which are beyond Provider’s control (e.g. services provided by third party applications, telecom providers or payment service providers).
  8. Provider shall not be liable for any indirect damage, which shall at least be understood as consequential damages, financial or commercial damages, loss of profit or income, lost opportunities, lost savings, damage due to business discontinuity, reputational damage and damage from legal proceedings initiated by third parties against you.
  9. Provider can only be held liable for proven damages caused by its or its subcontractors’ grave error or fraud.
  10. Unless stated otherwise in these Terms and Conditions and mandatory law, the total, aggregate liability of Provider shall be limited to:
    • In the cases where the Services are provided to the User free of charge: to EUR 50; and
    • In the cases where the Services are provided to the User under payment: to the aggregate of the charges that the User has paid for the Services during the last three months.

10. MISCELLANEOUS

  1. Provider will be entitled to rely at its own discretion on subcontractors for the fulfilment of its obligations under this Agreement. The Agreement with respect to Provider cannot be construed as being of a strictly personal nature. All rights and obligations with respect to Provider in the frame of this Agreement can be transferred in whole or in part to a third party without consent.
  2. You are not allowed to transfer your rights and obligations under this Agreement to anyone else, unless Provider agrees in writing to such transfer.
  3. This Agreement by no means entails a curtailment of any rights of Provider under statutory law.
  4. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and, from the Effective Date, supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter.
  5. Whenever possible, the provisions of these Terms shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of these Terms are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of these Terms shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, Provider shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision, in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
  6. This Agreement and all respective rights and obligations of the Parties shall be governed by and shall be construed in accordance with the laws of Belgium without reference to its conflict-of-laws or similar provisions that would mandate or permit application of the substantive law of any other jurisdiction. The parties hereby undertake to apply the CEPANI mediation rules to all disputes arising out of or in relation to this Agreement. Any dispute arising out of the implementation or interpretation of this Agreement shall, in the absence of an amicable solution being reached between the Parties or failure of mediation, be finally settled by the courts in Ghent. LUCY always has the right to start legal proceedings before the courts in Ghent for due invoices.