General Conditions

In these general conditions (hereinafter: the "Conditions") the following terms have the meanings set out below:

• "Licensor": the undertaking that offers and operates the SaaS platform, being Forganiser NV, Namenstraat 13-15 in 2000 Antwerpen, Belgium, CBE no. BE0634.966.453;
• "Licensee" or "User": the legal person or the natural person acting for professional purposes who takes out a Plan via the Platform;
• "Platform": the online software application TIKKIT, accessible over the internet, by means of which the User can register, declare and manage working time, and can also manage and configure the other functionalities of TIKKIT;
• "Licence": the non-exclusive, non-transferable and revocable right of the User to use the Platform in accordance with these Conditions;
• "Plan": the package of services chosen by the Licensee, with a fixed monthly amount and an included number of Seats. The Plans available at any given time and their rates are set out on the website of the Licensor;
• "Seat": one active user within the workspace of the Licensee. A deactivated user does not occupy a Seat;
• "Subscription": the paid Plan, which is charged to the Licensee on a monthly basis;
• "Trial Period": the free period of use as described in article 5;
• "Support Credits": credits purchased on a one-off basis with which the Licensee can obtain support beyond the support included in its Plan;
• "Billing Date": the day of the month on which the Subscription commenced, and on which it is consequently invoiced and collected each subsequent month. Where that day does not exist in a given month, the last day of that month applies;
• "Direct Debit": the written or digital mandate by which the Licensee authorises the Licensor to debit the monthly amounts from its account automatically;
• "Credit Card Collection": the automatic debiting of the amount due from the credit card provided by the Licensee;
• "Personal Data": all information by which a natural person can be identified directly or indirectly, as referred to in the GDPR;
• "Processor": the Licensor, in so far as it processes Personal Data on behalf of the Licensee;
• "Sub-processor": a third party engaged by the Licensor that processes Personal Data on behalf of the Licensor;
• "Controller": the Licensee, in so far as it determines the purposes for which and the means by which Personal Data are processed;
• "GDPR": Regulation (EU) 2016/679 (General Data Protection Regulation), together with the Belgian implementing legislation.

2.1 These Conditions apply to all agreements, offers, quotations, deliveries and services between the Licensor and the Licensee, in so far as they relate to the use of the Platform.

2.2 By completing the registration process, the Licensee expressly declares that it has taken note of, and agrees to, these Conditions. The Licensor thereby records which version of the Conditions was accepted, in which language and at what moment. Deviating conditions of the Licensee do not apply, unless accepted in writing and expressly by the Licensor.

2.3 The Licensor reserves the right to amend these Conditions at any time. Amendments are notified to the Licensee by e-mail at least thirty (30) calendar days before they enter into force. Should the Licensee not accept an amendment, it may terminate the Subscription in accordance with article 8. Continued use of the Platform after entry into force constitutes acceptance of the amended Conditions.

2.4 Upon registration, the Licensee declares that it is acting for professional purposes. The Platform is intended exclusively for professional use and is not offered to consumers.

3.1 The Licensor grants the Licensee, for the duration of the Subscription or the Trial Period, a limited, non-exclusive, non-transferable and revocable right to use the Platform.

3.2 The right of use applies to the number of Seats included in the chosen Plan, increased by the additional Seats taken out by the Licensee in accordance with article 6. Every user has a personal account; accounts may not be shared. The Licensor may take technical measures to bring the number of active users into line with the number of Seats taken out.

3.3 The Licensee is not entitled to:

• reverse-engineer, decompile, disassemble or otherwise analyse the Platform;
• copy or reconstruct the source code or the underlying algorithms of the Platform;
• resell, transfer or sub-license the Licence or the access rights to third parties;
• use the Platform for unlawful purposes or in a manner that conflicts with these Conditions.

3.4 All intellectual property rights in the Platform, including but not limited to the software, the designs, the logos, the texts and the databases, vest exclusively in the Licensor or in its rightholders.

3.5 The data which the Licensee and its users enter into the Platform remain the property of the Licensee. The Licensor acquires in respect thereof solely the right of use that is necessary to deliver the service and to comply with its legal obligations.

4.1 The agreement is formed at the moment the Licensee has fully completed the registration process and the Licensor confirms activation by e-mail.

4.2 Upon registration the Licensee must provide correct, complete and up-to-date information. Changes to the contact details, the billing details or the means of payment must be communicated without delay via the user portal.

4.3 The Licensor reserves the right to refuse a registration without stating reasons.

5.1 Upon registration the Licensee obtains free access to the Platform for three (3) calendar months from registration, with a maximum of five (5) Seats (the "Trial Period").

5.2 No payment details are required for the Trial Period and no payment mandate is granted. The Trial Period does not automatically convert into a Subscription and no amount whatsoever is charged without the Licensee expressly taking out a Plan.

5.3 The Licensor reminds the Licensee by e-mail of the approaching end of the Trial Period, in principle approximately fourteen (14) and seven (7) days before expiry. The absence of such a reminder does not extend the Trial Period.

5.4 Where the Licensee has not taken out a Plan upon the expiry of the Trial Period, the workspace is placed in the paused state in accordance with article 9 after a grace period of three (3) calendar days. The data of the Licensee are retained in that event.

5.5 Where the Licensee takes out a Plan during the Trial Period, the Subscription commences immediately and the remaining part of the Trial Period lapses, without refund or set-off.

5.6 In principle one Trial Period is granted per undertaking. The Licensor may refuse a second or subsequent Trial Period.

6.1 The available Plans, the number of Seats included in them, the price per additional Seat and the prices of the Support Credits are set out on the website of the Licensor. All prices stated are exclusive of VAT, unless indicated otherwise; the applicable VAT is stated separately.

6.2 Price changes are notified at least thirty (30) calendar days before they enter into force, on the website of the Licensor and by e-mail to the Licensee. A Licensee that does not accept a price increase may terminate the Subscription in accordance with article 8.

6.3 The number of Seats invoiced corresponds to the number of active users in the workspace of the Licensee. Where the Licensee adds a user or deactivates one, the difference is settled immediately on a pro rata temporis basis on the next invoice — as an additional charge in the case of an addition, and as a credit in the case of a deactivation.

6.4 Where the number of active users exceeds the maximum of the chosen Plan, the Licensee cannot add further users without moving to a Plan with a higher capacity.

6.5 Support Credits are purchased on a one-off basis, are non-refundable and lapse upon the termination of the Subscription.

6.6 Invoicing takes place digitally. The Licensee receives an invoice or a payment confirmation by e-mail, and where possible via the Peppol network.

7.1 Upon taking out a Plan, the Licensee grants the Licensor a standing mandate for:

• automatic direct debit (SEPA collection) of the monthly amounts from its bank account; or
• automatic collection of the monthly amount due from its credit card;

according to the means of payment it chooses upon taking out the Plan from the means of payment offered by the Licensor at that time.

7.2 By taking out a Plan, the Licensee gives its express and prior consent to the recurring payments on the Billing Date.

7.3 Where a direct debit or collection fails (insufficient balance, expired card and the like), the Licensee is notified thereof immediately. It must then settle the payment within seven (7) calendar days. In the absence of payment, the Licensor reserves the right to suspend access to the Platform in accordance with article 9.

7.4 In the event of late payment, default interest is due by operation of law and without prior notice of default, equal to the statutory interest rate under the Belgian legislation on combating late payment in commercial transactions, increased by fixed-sum compensation of 10 % of the outstanding amount with a minimum of € 200.

7.5 The Licensor is not liable for costs or damage arising from failed payment instructions as a result of incorrect information provided by the Licensee.

8.1 The Subscription is entered into for an indefinite term and is tacitly and automatically renewed each month.

8.2 The Licensee may terminate the Subscription at any time via the user portal, or by e-mail to the address stated in article 27. The termination takes effect at the end of the current invoicing month. The monthly amounts already fallen due remain payable and are not refunded; no termination fee is due.

8.3 The Licensor may terminate the Subscription subject to a notice period of three (3) calendar months, communicated by e-mail.

8.4 After the termination, the data of the Licensee remain available for export in accordance with article 16.7.

8.5 The Licensor may terminate the Subscription with immediate effect or suspend access in accordance with article 9 where:

• the Licensee seriously or repeatedly breaches these Conditions;
• there are well-founded suspicions of fraud or misuse of the Platform;
• the Licensee fails to pay on time and fails to remedy this after a notice of default.

9.1 In the cases referred to in articles 5.4, 7.3 and 8.5, the Licensor may place the workspace of the Licensee in the paused state. In the paused state the workspace remains accessible in read-only mode: the existing data remain visible and exportable, but no new registrations or changes can be entered.

9.2 The data of the Licensee are not deleted by the paused state.

9.3 The paused state is lifted as soon as its cause has been removed, in particular after payment of the outstanding amount or after taking out a Plan.

9.4 The Licensee acknowledges that during the paused state it cannot comply via the Platform with its legal obligation to register working time, and that it is for the Licensee to make other arrangements to that end.

10.1 The Licensor strives for the highest possible availability of the Platform, but does not guarantee uninterrupted or error-free operation.

10.2 The Licensor reserves the right to take the Platform temporarily out of service for maintenance, updates or improvements. In so far as reasonably possible, the Licensor announces such interruptions in advance and schedules them outside office hours.

10.3 Planned maintenance is, in so far as possible, announced at least 24 hours in advance. Unplanned maintenance or emergency maintenance may take place without prior notice.

10.4 The Licensee cannot assert any claim for damages or any other compensation against the Licensor in the event of an unintentional interruption of the services of the Platform.

11.1 The Licensor is liable solely for damage that is the direct and demonstrable consequence of wilful misconduct or gross negligence on its part.

11.2 The Licensor expressly accepts no liability for:

• temporary or permanent unavailability of the Platform as a result of technical failures, maintenance, cyberattacks, force majeure or problems at third parties, including internet or hosting providers;
• loss of data, time registrations or reports as a result of a technical incident or a system failure;
• incorrect or incomplete time registrations entered by the User itself;
• indirect damage, consequential damage, loss of profit or loss of customers;
• damage caused by use of the Platform contrary to these Conditions or to the applicable legislation;
• damage arising from unauthorised access to the account of the Licensee, in so far as the Licensor has taken reasonable security measures.

11.3 The total liability of the Licensor towards the Licensee is in any event limited to the total of the subscription amounts paid by the Licensee during the three (3) months preceding the event causing the damage.

11.4 The Licensor is not liable for errors, failures or interruptions attributable to the internet connection, the device or the browser of the Licensee.

11.5 The Licensee indemnifies the Licensor against all third-party claims connected with the use of the Platform by the Licensee or by its users.

12.1 The Platform is a tool. The Licensee, as the employer, remains itself and solely responsible for compliance with the labour and social legislation applicable to it, including the obligation to register working time, the accuracy and the completeness of that registration, its retention for the period prescribed by law, and dealings with the social inspectorate and the competent authorities.

12.2 The information, the notifications, the suggestions and the reports which the Platform generates are of purely informative value and do not constitute legal, tax or social-security advice. The Licensee must, where necessary, seek assistance from its payroll agency or its legal adviser.

12.3 The Licensee is responsible for the accuracy of the data which it or its users enter into the Platform, and for the instructions it gives to its users, in particular the instruction not to enter personal data of third parties in free-text fields.

13.1 Where the Licensee uses the functionality for Dimona declarations or for the registration of presences (Checkinatwork), the Licensor may submit those declarations and registrations to the National Social Security Office in the name and on behalf of the Licensee. In doing so, the Licensor acts as mandated declarant.

13.2 This service requires a valid mandate from the Licensee in favour of the Licensor, granted via the government application provided for that purpose. Without a valid mandate, no declarations or registrations can be submitted. The Licensee undertakes to grant the mandate and to maintain it for as long as it uses the functionality.

13.3 The Licensee, as the employer, remains responsible for the accuracy, the completeness and the timeliness of every declaration and every presence registration. The Platform may propose declarations on the basis of the data entered; the Licensee confirms every declaration and must verify the underlying data beforehand. It is in particular aware that a presence registration must take place before the work commences.

13.4 The Licensor does not warrant that a declaration or registration will be accepted by the competent authority. Save in the event of wilful misconduct or gross negligence on its part, the Licensor is not liable for administrative fines, sanctions or other consequences of a declaration or registration that is not submitted, is late, is incorrect or is refused.

14.1 The Platform contains a built-in assistant that makes use of an artificial intelligence service of a third party. In the context of a question from a user, data from the workspace of the Licensee — including Personal Data of its staff — may thereby be transmitted to that service. That service is a Sub-processor within the meaning of article 16.

14.2 The data transmitted to that service are not used for the training of third-party models.

14.3 The assistant does not take decisions about staff. No decision-making based solely on automated processing within the meaning of article 22 GDPR takes place via the assistant. Every action the assistant performs takes place within the rights of the user asking the question and on that user's instruction.

14.4 The answers of the assistant are informative and may be incorrect or incomplete. Article 12.2 applies to them in full.

14.5 The assistant may make use of the speech functions of the browser of the user. Certain browsers thereby send audio to the supplier of that browser for speech recognition. The Licensor itself does not receive, store or transmit any audio. This is described in more detail in the privacy statement.

15.1 The Licensee uses the Platform in a manner that does not jeopardise its proper operation for other users. Automated access, the excessive retrieval of data and the circumvention of technical limits are not permitted without the prior written consent of the Licensor.

15.2 Where excessive or improper use is established, the Licensor first contacts the Licensee. Should a solution fail to materialise, it may limit the functionality concerned or suspend access in accordance with article 9.

16.1 Applicable framework. The processing of Personal Data in the context of the Platform takes place in accordance with the GDPR.

16.2 Two roles. For the data of the Licensee itself and of its contact persons (customer administration, invoicing, support, security), the Licensor acts as Controller. For the data which the Licensee enters into the Platform about its staff, the Licensor acts as Processor and the Licensee is the Controller.

16.3 Processing purposes. The Licensor processes Personal Data solely for the provision and the management of the Licence, the Trial Period and the Subscription; the invoicing and the payment processing; the customer administration, the support and the communication; the technical operation, the security and the improvement of the Platform; and compliance with legal obligations.

16.4 Legal basis. The processing rests on the performance of the agreement (art. 6(1)(b) GDPR), on the legitimate interest of the Licensor (art. 6(1)(f) GDPR) for security and the combating of fraud, and on a legal obligation (art. 6(1)(c) GDPR) for the accounting and tax retention duties. For marketing communications, consent is requested separately and expressly; that consent does not form part of the acceptance of these Conditions and may be withdrawn at any time.

16.5 Warranty of the Licensee. The Licensee declares and warrants that, in so far as it enters Personal Data of its staff or of other data subjects into the Platform, it has a valid legal basis for doing so, that it has informed the data subjects in accordance with articles 13 and 14 GDPR, and that it has, where required, completed the social consultation procedure. The Licensee indemnifies the Licensor against all claims of data subjects or of a supervisory authority arising from a failure to comply with this warranty.

16.6 Retention periods. Personal Data are not retained for longer than is necessary for the processing purpose. The specific retention periods per category are set out in the privacy statement.

16.7 Export and deletion upon termination. The Licensee may obtain a complete export of its data from the Platform at any time. After the termination, that export facility remains available for thirty (30) calendar days; the Licensor reminds the Licensee thereof by e-mail. After the expiry of that period, the data are deleted or anonymised, save for what the Licensor is legally required to retain for longer. The Licensee acknowledges that it is itself legally obliged, as the employer, to retain its working-time registration for the prescribed period, and that it is for the Licensee to make an export in good time to that end.

16.8 Sub-processors. The Licensor engages Sub-processors. The current list is set out in the privacy statement. The Licensor contractually binds every Sub-processor to equivalent obligations. The Licensor notifies the Licensee at least thirty (30) calendar days in advance of the addition or the replacement of a Sub-processor; the Licensee may object thereto on reasonable grounds, in which case either party may terminate the Subscription in accordance with article 8. Personal Data are not sold to third parties.

16.9 Transfers outside the EEA. Where Personal Data are transferred outside the European Economic Area, this takes place solely on the basis of an adequacy decision, standard contractual clauses or another appropriate safeguard in accordance with Chapter V GDPR. The Sub-processors concerned and the safeguard relied upon are stated in the privacy statement.

16.10 Rights of data subjects. The Licensee and every data subject may exercise the rights conferred on them by articles 15 to 22 GDPR, as well as the right to lodge a complaint with the Belgian Data Protection Authority, Drukpersstraat 35, 1000 Brussels. Requests may be addressed to privacy@forganiser.com. Requests from staff of the Licensee are forwarded by the Licensor to the Licensee, which must answer them as Controller; the Licensor provides the necessary assistance in doing so.

16.11 Security. The Licensor takes appropriate technical and organisational measures to secure Personal Data against loss, unauthorised access, disclosure or destruction, including encryption, access control, a log of all changes and regular security assessments.

16.12 Notification of breaches. The Licensor notifies the Licensee without undue delay of a breach in connection with Personal Data in respect of which the Licensee is Controller, and provides it with the information it needs to comply with its own obligations under articles 33 and 34 GDPR.

16.13 Data processing agreement. For the processing operations in respect of which the Licensor acts as Processor, the provisions of this article 16 together with the privacy statement constitute the arrangements between the parties within the meaning of article 28 GDPR. The parties may in addition, on request, conclude a separate data processing agreement.

17.1 The Licensee is responsible for the confidentiality of the login credentials of its users. Login credentials may not be shared with third parties.

17.2 In the event of suspected or established misuse or unauthorised access, the Licensee must inform the Licensor without delay.

17.3 The Licensor is not liable for damage arising from unauthorised use of an account, in so far as this is attributable to negligence on the part of the Licensee or of its users.

17.4 The Licensor makes two-step verification available. The Licensee is advised to activate it for the accounts with the most extensive rights.

18.1 Complaints about the operation of the Platform or about the invoicing must be submitted to the Licensor via the ticketing system or by e-mail to info@forganiser.com, within a reasonable period and in principle within thirty (30) days of the problem being established. The expiry of that period does not cause any statutory rights of the Licensee to lapse.

18.2 The Licensor undertakes to handle complaints within a reasonable period and to inform the Licensee thereof.

18.3 The Licensor offers support via the channels stated on the website and during the support hours stated there. The extent of the support included in each Plan and the possibility of purchasing Support Credits are set out on the website.

19.1 The Licensor reserves the right to amend, extend or remove functionalities of the Platform, provided that the core functionalities — the registration and the declaration of working time — are retained.

19.2 Far-reaching changes are notified at least thirty (30) calendar days in advance. A Licensee that cannot accept the change may terminate the Subscription in accordance with article 8.

20.1 The Licensor is not liable for the non-performance of its obligations where this is attributable to force majeure. Force majeure means any circumstance beyond the reasonable control of the Licensor, including but not limited to: power failure, fire, flood, cyberattacks, DDoS attacks, strikes, epidemics, pandemics, statutory or governmental measures, and failures at suppliers or hosting partners.

20.2 The Licensor notifies the Licensee of a situation of force majeure as soon as possible. Where the force majeure lasts longer than sixty (60) calendar days, either party has the right to terminate the agreement without compensation.

21.1 Both parties undertake to treat as confidential all information which they receive from the other party in the context of the agreement and which is marked as confidential or must reasonably be regarded as such.

21.2 This duty of confidentiality remains in force for five (5) years after the termination of the agreement.

22.1 The Licensee may not assign its rights and obligations under this agreement to a third party without the prior written consent of the Licensor.

22.2 The Licensor is entitled to assign its rights and obligations to a third party, including in the context of a merger, an acquisition or a transfer of business activities, provided that the Licensee is notified thereof in good time.

23.1 Where a provision of these Conditions is wholly or partly invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid or unenforceable provision is replaced by operation of law by the closest valid provision that best approximates the original purpose.

24.1 These Conditions exist in Dutch, French and English. In the event of a discrepancy between the language versions, the Dutch version prevails.

25.1 Articles 3.4 (intellectual property), 11 (liability), 12 (responsibility of the Licensee), 16 (data protection), 21 (confidentiality), 24 (language precedence) and 28 (governing law and competent court) remain in force after the termination of the agreement, each for the period that follows from their nature.

26.1 In the event of a discrepancy between the contractual documents, the following order of precedence applies:

1. a separately concluded data processing agreement, as regards the processing of Personal Data;
2. a special agreement expressly agreed in writing between the parties;
3. these Conditions;
4. the privacy statement and the cookie statement;
5. the information on the website of the Licensor.

For questions, comments or complaints, the Licensee may contact:

Forganiser NV Namenstraat 13-15, 2000 Antwerpen, Belgium CBE no. BE0634.966.453 info@forganiser.com

For the exercise of privacy rights: privacy@forganiser.com

28.1 These Conditions and all agreements arising from them are governed exclusively by Belgian law.

28.2 In the event of a dispute, only the courts of the judicial district of the registered office of the Licensor have jurisdiction, unless the law mandatorily prescribes another jurisdiction.

28.3 The parties undertake, in the event of a dispute, first to attempt to reach an amicable settlement.