1. Introduction and Definitions
These General Terms and Conditions (“General Terms”) govern the use and provision of Services offered by Ethercentrum vzw (i.o.), a non-profit association incorporated under Belgian law, with registered office at Holstraat 21, 9000 Gent, Belgium, enterprise number BE 0877.091.618 (“Numa” or “we”), and the legal entity or natural person identified as Customer (“Customer” or “you”).
Numa and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
1.1 Definitions
- Agreement: The totality of documents governing the relationship between the Parties, including an Order Form (where applicable) and these General Terms.
- Business Day: Any day other than a Saturday, Sunday, or public holiday in Belgium on which banks are open for business.
- Confidential Information: All information disclosed in relation to the Agreement, whether orally or in writing, that is or should reasonably be considered confidential. Excludes information that is (i) in the public domain, (ii) known prior to the Agreement, (iii) lawfully obtained from a third party, or (iv) independently developed without breaching the Agreement.
- Downtime: A period during which the Service is unavailable due to a circumstance not caused by the Customer.
- Effective Date: The date on which the Parties commence use of the Services, as specified in any applicable Order Form or upon account creation.
- Force Majeure:An event or circumstance beyond a Party’s reasonable control, occurring without fault or negligence, which reasonably could not have been avoided, hindering performance under the Agreement.
- Intellectual Property Rights: All current and future worldwide intellectual property rights including copyrights, software copyrights, trademark rights, patent rights, know-how, and other rights.
- Services:Numa’s AI-powered focus and communication management platform, including all applications, interfaces, integrations, source code, object code, future versions, improvements, documentation, and supporting services provided by Numa.
- User: A named individual authorised by the Customer to use the Services.
2. Subject and Structure of the Agreement
The Agreement governs all use of the Services. In the event of conflict between documents, the following order of precedence applies (in descending order):
- Any applicable Order Form
- The Data Processing Agreement (where applicable)
- These General Terms
3. Rights and Obligations of Numa
3.1. Numa’s obligations under this Agreement are best-effort obligations, with no guarantee of flawless operation of the Services.
3.2. From the Effective Date, Numa will provide reasonable technical support necessary for use of the Services. The Customer must contact Numa within 24 hours of any service incident at Sven.deconinck@numachange.org.
3.3. Incidents will be addressed as per the following schedule:
- Critical (functionality unavailable): Response within 12 hours; resolution within 2 Business Days.
- High (functionality significantly limited): Response within 12 Business Hours; resolution within 4 Business Days.
- Low (minor issues, functionality available): Response within 24 Business Hours; resolution within 10 Business Days.
Business Hours: weekdays from 9:00 to 17:00, excluding Belgian public holidays.
3.4. Numa may schedule Downtime for maintenance, notifying the Customer at least two (2) days in advance. Emergency maintenance may be conducted without prior notice, but Numa will endeavour to inform the Customer as soon as possible.
4. Rights and Obligations of The Customer
4.1. Numa reserves the right to limit the Customer’s usage of Services based on fair use principles. Usage beyond specified limits may incur additional fees.
4.2. The Customer ensures the Service is used solely for its intended purposes and guarantees that all authorised Users comply with this Agreement.
4.3. The Customer is responsible for all use of the Service through created user accounts, including any unauthorised use. The Customer shall enforce individual use of accounts (one account per person) and maintain the confidentiality and security of login credentials.
4.4. The Service must be used responsibly and in accordance with Articles 7 and 14 of these General Terms. The Customer must not modify, copy, lease, sell, or distribute the Service. Source code, components, algorithms, and systems must not be analysed or decompiled.
4.5. The Customer ensures compliance with all applicable laws and regulations in connection with use of the Service.
4.6. The Customer is responsible for implementing appropriate security measures to protect access credentials and prevent unauthorised access.
4.7. The Customer is responsible for creating its own data backups to prevent data loss.
5. Fees
5.1. Fees for the Services are as specified in the applicable Order Form. All fees are exclusive of VAT and other applicable taxes. All prices are in EUR and payable in EUR.
5.2. Payments are due within 14 days of the invoice date.
5.3. If the Customer disputes an invoice in good faith, detailed written notification must be provided within 15 calendar days of receipt. Unchallenged invoices within this period are deemed accepted.
5.4. Unpaid invoices not disputed in good faith incur statutory interest from the due date under the Belgian Law of 2 August 2002 on combating late payment in commercial transactions.
5.5. Numa may adjust fees for future versions, updates, or enhancements of the Service, with prior written notice. If the Customer does not explicitly reject adjusted fees within thirty (30) days of notice, they are deemed accepted.
6. Duration and Termination
6.1. The Agreement takes effect on the Effective Date and remains in force for the duration specified in any applicable Order Form. Where no duration is specified, the Agreement continues until terminated in accordance with this Article. After the initial period, the Agreement shall automatically renew for equivalent periods unless terminated.
6.2. Either Party may terminate this Agreement by providing written notice no less than sixty (60) days before the end of the then-current subscription period.
6.3. Either Party has the right to terminate the Agreement immediately by justified registered letter where:
- The other Party is insolvent, bankrupt, or undergoing liquidation or reorganisation; or
- The other Party commits a material breach not remedied within 30 days of written notice. Material breaches include: failure to pay due fees; unauthorised use of the Service; non-compliance with data protection legislation; violation of intellectual property rights; violation of confidentiality obligations; or breach of the Acceptable Use Policy.
6.4. Upon termination, the Customer shall immediately cease all use of the Service. Numa will delete all Customer personal data within thirty (30) Business Days of termination. The Customer may request a copy of their data prior to deletion.
6.5. All delivered Services up to termination will be invoiced and are payable by the Customer.
7. Data Processing
7.1. The Parties shall at all times comply with their respective obligations under applicable data protection legislation with respect to any processing of personal data under the Agreement.
7.2. Numa implements appropriate technical and organisational security measures to protect personal data. Infrastructure is hosted on Google Cloud Platform within the European Economic Area.
7.3. Numa will retain Customer data for the duration of the Agreement and will delete or return all personal data upon termination, as further described in our Privacy Policy.
7.4. Where Numa processes personal data on behalf of the Customer as data processor, the Parties shall enter into a Data Processing Agreement in accordance with GDPR requirements.
8. Liability
8.1. Numa is not liable for indirect or consequential damages, including but not limited to reputational damage, lost profits, financial losses, or data loss.
8.2. Numa’s total liability in connection with any claim is limited to the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
8.3. Numa cannot exclude liability for fraud, wilful misconduct, or gross negligence of its own or its appointees.
8.4. Numa cannot be held liable for damages resulting from:
- Force Majeure;
- Inaccurate, incomplete, or untimely information provided by the Customer;
- Use of the Service contrary to the Agreement or Numa’s instructions.
8.5. The Customer agrees to indemnify, defend, and hold harmless Numa, its affiliates, officers, directors, employees, agents, and subcontractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of: the Customer’s use of the Services in violation of the Agreement, applicable law, or third-party rights; any breach by the Customer of its obligations under the Agreement; or the Customer’s infringement of any Intellectual Property Rights of any third party.
9. Intellectual Property
9.1. Numa, together with its affiliates and licensors, retains full ownership of all rights, title, and interest in and to the Services, including all Intellectual Property Rights related to the Services and any modifications, updates, and upgrades thereof. The Customer retains ownership of their own content and data (“Customer Content”).
9.2. Subject to compliance with the Agreement, Numa grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for internal purposes during the term of the Agreement. The Customer grants Numa a limited, non-exclusive licence to use Customer Content solely to provide the Services.
9.3. Any feedback, suggestions, or ideas provided by the Customer may be used by Numa without restriction or compensation. Numa may collect anonymised and aggregated data to improve the Services, provided that this data does not identify the Customer or any individual User.
10. Confidentiality
10.1. Both Parties agree to treat Confidential Information as strictly confidential, handle it with due care and discretion, not share it with third parties, and use it only for the purposes for which it was obtained — both during and for two (2) years after the termination of the Agreement.
10.2. AI models are not trained on the Customer’s Confidential Information.
11. Force Majeure
11.1. Each Party shall promptly notify the other Party of a Force Majeure event as soon as it becomes aware that such an event makes it impossible to fulfil contractual obligations. If the Force Majeure event continues or is reasonably expected to continue for more than thirty (30) days, either Party may terminate the Agreement.
12. Dispute Resolution
12.1. This Agreement is governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles.
12.2. The Parties shall first attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved within thirty (30) days, either Party may request mediation through a mutually agreed mediator. Should mediation fail, disputes shall be submitted to the exclusive jurisdiction of the courts of Ghent, Belgium.
13. Software Updates and Maintenance
13.1. Numa will periodically update the Services to improve functionality, performance, and security. Updates may be applied automatically. The Customer is responsible for ensuring their use of the Service remains compatible with such updates.
13.2. Scheduled maintenance that may result in Downtime will be communicated at least two (2) days in advance. Emergency maintenance may occur without prior notice, but Numa will endeavour to inform the Customer as soon as possible.
14. Acceptable Use Policy
14.1. The Customer agrees to use the Service in a responsible and lawful manner. The following are strictly prohibited:
- Using the Service for any illegal or unauthorised purpose
- Attempting to gain unauthorised access to the Service, other users’ accounts, or connected systems
- Engaging in activity that disrupts or interferes with the Service or connected networks
- Transmitting viruses, malware, or other harmful code
- Sharing login credentials or allowing multiple individuals to use a single account
- Storing or transmitting content that is defamatory, obscene, or infringes third-party rights
- Reverse engineering, decompiling, or attempting to derive the source code of the Service
- Processing personal data of children under 13
14.2. The Customer is responsible for ensuring all Users comply with this Acceptable Use Policy.
14.3. In the event of a breach, Numa will notify the Customer and allow reasonable time for remediation. Numa may suspend or terminate access to the Service for persistent or serious breaches, in addition to other remedies available under the Agreement.
14.4. The Customer bears sole responsibility for the accuracy, quality, and legality of all inputs and content submitted to the Service, and for securing any necessary third-party licences, consents, and authorisations required in connection with such inputs.
15. General Provisions
15.1. The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior arrangements, understandings, or agreements.
15.2. The Agreement is not transferable to third parties without the express prior written consent of the other Party.
15.3. The Agreement may only be amended by a written document signed by authorised representatives of both Parties.
15.4. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The Parties commit to negotiate in good faith the replacement of any invalid clause.
15.5. No waiver of any breach or default will be deemed a waiver of any subsequent breach or default.
15.6. Numa may amend these General Terms from time to time. Amendments will be posted at numachange.org/termswith an updated revision date. Numa shall notify the Customer of material changes in advance. Amendments become effective fifteen (15) days after posting, or such later date as stated by Numa. If an amendment materially adversely affects the Customer’s rights, the Customer may terminate the Agreement without penalty upon written notice within fifteen (15) days of notification.
15.7. All notices under the Agreement shall be sent by email to Sven.deconinck@numachange.org.