TERMS & CONDITIONS
1. General and Scope
1.1 The present general terms and conditions (hereinafter referred to as the “Terms and Conditions”) apply to any Commercial Offer, Statement of Work or Trial Account (all as defined hereinafter) executed between FASTLANE BV, with registered office at Onze-Lieve-Vrouwstraat 9, 3580 Beringen, Belgium, Commercial Court Antwerp, Division Hasselt, and registered in the Crossroad Bank for Enterprises under enterprise number BE1010.040.214 (hereinafter referred to as “Fastlane”) and the Client for the provision of the Services and Online Software Services by Fastlane to the Client.
If you are an employee (or contractor) of the Client entering into this Agreement on behalf of the Client, you represent and warrant that (i) you have full legal authority to bind the Client to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the Client to this Agreement.
1.2 Unless explicitly agreed upon otherwise in writing between the Parties, the Client expressly waives the application of its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by Fastlane. If and to the extent applicability of other terms than these Terms & Conditions has been agreed to in writing between the Parties, these Terms and Conditions will remain applicable in a supplementary fashion.
1.3 These Terms and Conditions equally apply to Trial Users, it being understood that Trial Users will have a (limited) Trial Account and/or Free Account. The scope of the Trial Account shall be determined by Fastlane in its sole discretion. Trial Users will have all rights and obligations of the Clients during the Trial Term, unless expressly stated otherwise herein or if the context requires otherwise. For the avoidance of doubt, any reference to “Client” shall imply a reference to “Trial User” for the purpose of a Trial Account.
2. Definitions
2.1 For the purposes of these Terms and Conditions, the following definitions will apply, unless expressly stated otherwise and/or if the context clearly requires otherwise:
Add-On means an addition of a certain Feature or Functionality that is not included in the applicable Subscription Plan. Fastlane reserves the right at all times to determine which specific Feature and Functionality it may separately offer. Upon request, Fastlane shall inform the Client of the available Add-Ons.
Agreement means the entire contractual relationship between the Parties, governed by (in hierarchical order) (i) the Commercial Offer, (ii) a Statement Of Work (to the extent applicable) and (iii) t these Terms and Conditions with its Annexes.
Annex(es) means an(y) annex to these Terms and Conditions, which will be an integral part of it.
Authorized User means a physical person in the Client’s organization (employees and contractors) who is granted access to the Online Software Service by the Client. The number of Authorized Users is strictly limited to the number corresponding to the applicable Subscription Plan as identified in the Commercial Offer. By default, only one Authorized User shall be included in a subscription, unless the applicable Subscription Plan allows for multiple Authorized Users.
Business Day means a normal working day from 9.00 a.m. to 5.00 p.m. CET, from Monday to Friday, excluding Belgian public holidays.
Change of Circumstances means any unforeseeable change of circumstances that occurs after the conclusion of the Agreement, is not attributable to Fastlane and makes the performance of the Agreement, or any of Fastlane’s obligations thereunder, excessively onerous for Fastlane, such that requiring performance from Fastlane of that obligation would be unreasonable.
Client means any person or legal entity requesting a Commercial Offer and/or entering into (or wishing to enter into) contractual relations with Fastlane, as identified in the Commercial Offer, or as applicable a Trial User.
Client Data means all data proprietary to or held by the Client which is inputted or uploaded by the Client, the Authorized Users or the End Users when using the Online Software Service and as processed or stored by Fastlane. Client Data shall also include output data resulting from the processing by the Online Software Service of the entered data by the Client, the Authorized User or the End User.
Client Personal Data means the personal data (within the meaning of the Applicable Privacy Laws) proprietary to or held by the Client, which is inputted or uploaded by the Client, the Authorized Users or the End Users when using the Online Software Service and as processed or stored by Fastlane on behalf of the Client.
Commercial Offer means the offer to the Client including the applicable Subscription Plan and (as applicable) the nature, the amount of as well as the other specifics of the Online Software Services subscribed to by the Client (and/or any additional Services), which forms an integral part of the Agreement. Unless expressly agreed upon otherwise in writing, an offer is valid only for the period specified in it. If no period is specified in the Commercial Offer, its validity will be limited to sixty (60) calendar days. The Commercial Offer can be agreed to via click-through or via email (as applicable), after which the Agreement is concluded.
Confidential Information means all information of whatever nature and in whatever form, such as (but not limited to) financial, commercial, legal, fiscal, social, technical, and organizational nature, business and trade secrets, business partner-, customer- and supplier-data, employee data, any and all personal data, ideas, presentations, content, programs, computer programs, computer code (in any form), databases modules, scripts, designs, figures, geographical content and functional specifications, discounts, invoices, and payments, commercial and promotional strategies, the development and promotion of new products/services and trademarks or the negotiating or renegotiating of this or any other agreement, as well as the content of this Agreement, that is furnished by the disclosing Party to the receiving Party or its representatives prior to entering in the Agreement, as well as during the performance of the Agreement unless (i) said information was already available in the public domain and was not made available in the public domain as a result of a breach of a Party of the obligations as set forth in this Agreement, (ii) said information can be proven by a Party to the reasonable satisfaction of the disclosing Party to be lawfully in the receiving Party’s possession, prior to any disclosure by the disclosing Party, (iii) said information can be proven by receiving Party, to the reasonable satisfaction of the disclosing Party, to have been lawfully obtained from a third party, who was not under a confidentiality obligation towards the disclosing Party, and/or (iv) said information was independently developed by the receiving Party, without any access or reference to, or use of, the disclosing Party’s confidential information.
Effective Date means the date on which execution of the Agreement will commence, as specified in the Commercial Offer. If no effective date has been specified, the effective date is the date of granting access to the Online Software Services to the Client by Fastlane.
End User means any individual to whom the Online Software Service will be made available by the Client and who will be able to use the Online Software Service as an end user under the responsibility of the Client.
Features or Functionalities means the features or functionalities available in the Online Software Service as included in the applicable Subscription Plan. Fastlane reserves the right to add or evolve Features and/or Functionalities at any time.
Force Majeure means a temporary or permanent inability of a Party to fulfil one or more of its obligations under the Agreement, resulting from an unavoidable, unforeseeable and external fact and/or circumstance, reasonably beyond the control of that Party. The following non-exhaustive events shall in any case be considered as Force Majeure by the Parties: war, terrorism, natural disaster, insurrection or public revolt, fire, embargoes or other government imposed measures, internet failure, hosting failure, hacking, floods, explosion, strike or social action, pandemics (including but not limited to any and all extraordinary measures taking by national and international bodies to mitigate detrimental effect thereof) and any shortcomings of a third party that Fastlane relies on for the performance of its obligations under the Agreement caused by a legitime Force Majeure event, liquidation, judicial reorganization or other insolvency procedure.
Free Account means the account to which the Trial User still has access upon expiry of the Trial Term of the Trial Account. The Free Account only has very limited Features and/or Functionalities made which are made available by Fastlane on its sole discretions since this is not subject to any payment.
Hosting Partner means at present Digital Ocean (backend) and Vercel (frontend) or any other provider of such hosting services Fastlane might contract in the future.
Initial Term means the duration for which the Agreement has been initially concluded as stated in the Commercial Offer.
Intellectual Property Rights means (non-exhaustive list) any and all patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.
Online Software Services means the cloud services as provided by Fastlane.
Parties / Party means the Client (or the Trial User, as applicable) and Fastlane.
Privacy Laws means (i) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), (ii) the Directive (EU) 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (e-Privacy Directive), (iii) the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and (iv) the Belgian Act of 13 June 2005 on electronic communications.
Renewal Term means the automatic and tacit renewal of the Agreement after the Initial Term for consecutive periods of one (1) year.
Services Fee means the fee due by the Client in compensation for the rendering of the Services, as specified in the Commercial Offer or the Statement of Work (as applicable).
Services mean any additional development, implementation, consultancy and integration services (including, but not limited to customizations) or any such other services in relation to the Online Software Service to be performed by Fastlane to the Client as may be agreed to in writing between the Parties from time to time and as set out in the Commercial Offer and/or a Statement of Work.
Statement of Work means a written document, duly signed by both Parties, that Parties may enter into from time to time describing the Services that Fastlane is to provide in connection with the Online Software Service. In case of limited or minor arrangements, the description of such Services can be agreed via email.
Subscription Fee means the amounts due by the Client to gain access to and use the Online Software Service as well as to receive the maintenance and support services as specified in the Commercial Offer.
Subscription Plan means the commercial feature-based model pursuant to which the Client licenses the Online Software Service. Each Subscription Plan comes with a different Subscription Fee and includes different Features and/or Functionalities, as specified in the Commercial Offer.
Term means the total duration of the Agreement, i.e. the Initial Term as well as any Renewal Term.
Trial Account means an account to which a Trial User subscribes free of charge, but which is only available during the Trial Term and for limited use of the Online Software Service only (as set out in this Agreement).
Trial Term means the limited term of thirty (30) calendar days (or other term as communicated by Fastlane in writing to the Trial User) to use the Online Software Service as part of a Trial Account.
Trial User means a legal entity who is not a Client, has not been a Trial User previously and subscribes free of charge to a Trial Account subject to the terms of the Agreement.
3. License
3.1 Subject to the terms of the Agreement and timely payment of the Subscription Fees, Fastlane grants to Client a personal, restricted, non-exclusive, non-transferrable and non-assignable license, without the right to sublicense, to use the Online Software Service through its Authorized Users for its internal business purposes and to make the Online Software Service available to the End Users.
3.2 With respect to Trial Accounts, the Trial User is granted a limited, revocable, non-exclusive, non-transferable right to use the Online Software Service during the Trial Term and subject to the Trial User’s continued compliance with this Agreement, it being understood that Trial Users are not charged any Subscription Fees during the Trial Term. The scope of the Trial User’s right to use the Online Software Service shall be determined by Fastlane in its sole discretion as shall be limited to the Features and Functionalities made available by Fastlane in the Online Software Service. Fastlane shall always be entitled to change the scope of the Trial User’s rights.
3.3 The extent of any license granted under this Agreement is restricted to the scope expressly set forth in the Agreement. In no event shall there be any implied licenses under this Agreement.
3.4 The Client shall comply with all applicable laws relating to the use of the Online Software Service, including the applicable data protection and Privacy Laws. The Client acknowledges that the Online Software Service may include encryption and may, accordingly, be subject to export or other restrictions.
3.5 Except if and insofar as permitted by this Agreement or under applicable law, the Client shall neither directly nor indirectly (including for example, but not limited to, through the actions of any of its Authorized Users, End Users, agents, contractors, employees, representatives, subcontractors, or in general, any other third party): (i) arrange or create derivative works based on the Online Software Service without Fastlane’s express written consent; (ii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Online Software Service, or use the Online Software Service on behalf of any third party or make them available to any third party, nor allow or permit a third party to do any of the same; (iii) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Online Software Service or any part of them, or (iv) remove or alter any copyright or other proprietary notice on any of the Online Software Service.
3.6 The Client acknowledges that, both during the use of the Online Software Services and in the output of such services, recommendations may be included. Unless explicitly agreed otherwise in writing between the Parties, the Client bears full and sole responsibility for the use and/or implementation of any such recommendations.
4. Subscription Plans
4.1 The Online Software Service is provided pursuant to different Subscription Plans as agreed upon between the Parties. Each Subscription Plan comes with access to different Features and/or Functionalities. The Client shall be entitled to use such Features and Functionalities as set out in the applicable Subscription Plan (which shall be specified in the Commercial Offer) or as additionally ordered in accordance with clause 4.2 below.
4.2 If the Client wishes to make use of additional Features and/or Functionalities other than included in the relevant Subscription Plan, it may at any time request to upgrade its Subscription Plan for which the Parties shall subscribe to an additional Commercial Offer.
4.3 The Client acknowledges and agrees that certain data or output resulting from the use of the Online Software Service (such as, but not limited to End User responses) more than the limits foreseen in the applicable Subscription Plan, will only be available to the Client if the applicable Subscription Plan is upgraded accordingly.
5. Usage Control
5.1 Fastlane has the right to monitor and inspect the usage of the Online Software Service by the Client, the Authorized Users and/or the End Users (including but not limited to monitoring the use of the applicable Features and Functionalities and Add-Ons) to improve the Online Software Services and/or Services.
6. Services
6.1 The Agreement may require Fastlane to perform certain Services to the Client. In such event, the scope of the Services as well as the applicable Services Fees will be detailed in a Commercial Offer or Statement of Work.
6.2 Fastlane shall provide any Services pursuant to the Agreement in complete independence and shall plan its activities as it sees fit. Said independence constitutes an essential element of the Agreement in the absence of which the Parties would not have concluded it.
6.3 During the performance of the Services, Fastlane reserves the right to reassign or remove any of its resources and personnel involved in the performance of the Services, to its sole discretion.
6.4 Fastlane undertakes to perform the Services to the best of its abilities but does in no way whatsoever guarantee that the Services will serve the exact or specific purpose intended by the Client. The Client agrees that to enable Fastlane to perform the Services properly, timely and efficiently, the Client must cooperate with Fastlane in good faith. In this regard, the Client will provide Fastlane with all necessary and/or useful information, as well as any information and data explicitly requested by Fastlane. The Client will provide this information and data to Fastlane in a common and readable format or in the specific format as stated in the Statement of Work.
6.5 The Client acknowledges that the Services may include advice and recommendations. Unless explicitly stated otherwise in the Agreement, the Client will bear full and sole responsibility for any use and/or implementation of any such advice and/or recommendations.
7. Client Data
7.1 The Client is always solely liable and responsible for the correctness and adequacy of Client Data inputted by the Authorized Users or the End Users (as applicable). Fastlane will in no event be liable for damages or liability resulting from incorrect or insufficient Client Data inputted in the Online Software Service.
7.2 All Client Data will remain the exclusive property of the Client. The Client hereby grants Fastlane for the Term a non-exclusive, royalty-free, worldwide, non-revocable, sublicensable, transferable, perpetual license to use, copy, store, modify, transmit and display such Client Data (including any other content and information provided, transmitted or uploaded through the Online Software Services) solely for the performance of its obligations under this Agreement and to improve the functioning and provision of the Online Software Service in the advantage of the Client. Fastlane shall not sell any Client Data or use the Client Data for marketing or any other purposes than the performance of the Agreement.
7.3 The Client warrants to Fastlane that at any time during the Term the Client Data (i) does not infringe any Intellectual Property Rights or any other legal rights of a third party, and (ii) does not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
The Client acknowledges and agrees that it shall be solely responsible for the Client Data that is distributed or accessible through the Online Software Service. Fastlane shall in no event be responsible nor held liable for any such Client Data. In particular, the Client represents and warrants that no Client Data is distributed through the Online Software Service that in any manner: (i) violates any applicable, local, state, national, regional or international law, statute, ordinance or regulations; (ii) is illegal, criminal, deceptive, fraudulent or any other action that is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, invasive of others privacy, hateful racially, ethnically or otherwise objectionable, or (iii) adversely or negatively, even potentially, affects or reflects Fastlane’s name, reputation or goodwill.
7.4 In the event Fastlane becomes aware of a violation by the Client of its obligations under this article 7, it will notify the Client of this. Following this notification, the Client will immediately remove the infringing part of the Client Data itself (if technically possible) or authorize Fastlane to remove or block the relevant Client Data.
If the Client does not delete or authorize Fastlane to do delete the infringing Client Data within two (2) working days after Fastlane’s notice, Fastlane shall have the right to (i) remove or block the concerning Client Data, and/or (ii) immediately terminate the Agreement (or alternatively, at Fastlane’s discretion, refuse or suspend any access to and use of the Online Software Service) for material breach, without any formalities being required and without prejudice to any other rights or remedies available to Fastlane pursuant to this Agreement or under applicable law.
8. Third Party Components and Hosting
8.1 The Client acknowledges and agrees that to use the Online Software Service, it needs appropriate hardware and stable internet connection. The Client is always solely responsible for acquiring and maintaining – for the entire duration of the Term – the aforementioned equipment and infrastructure. If additional and/or special hardware is required, this will be stated in the Commercial Offer.
8.2 The Online Software Service will be hosted by Fastlane in the data centers of the Hosting Partner. The Client represents and warrants that it accepts the applicable terms and conditions of the Hosting Partner that will be made available by Fastlane or the Hosting Provider (as applicable) to the Client. The current version of the applicable terms and conditions can be found on https://www.digitalocean.com/legal/terms-of-service-agreement. Client acknowledges and agrees that the Hosting Partner retains the right to unilaterally change any such terms and conditions (including the hyperlink to such terms and conditions). Therefore, Fastlane strongly encourages the Client to check the Hosting Partner’s terms and conditions regularly for updates. Unless expressly otherwise stated in this Agreement, the hosting services shall solely be governed by the applicable Hosting Partner terms and conditions and (without limitation) any warranties, indemnification and maintenance and support provided hereunder by Fastlane in respect of the Online Software Service shall not apply in respect of such hosting services (except as expressly otherwise agreed to in writing by Fastlane).
8.3 Fastlane does not give any warranty whatsoever, be it direct, indirect, explicit or implied, regarding uninterrupted availability of the Online Software Service. Fastlane shall use commercially reasonable efforts to provide availability of the Online Software Service. In no event shall Fastlane be responsible and/or held liable for any downtime that is caused by the Hosting Provider. In case of unavailability of the Online Software Services due to a fault or negligence of Fastlane, the provisions of article 20 of these Terms and Conditions on liability will apply.
8.4 The Client acknowledges that the hosting services and the Online Software Services might not be available during periods of planned maintenance by Fastlane or the Hosting Provider. If reasonably feasible, any planned maintenance by Fastlane will be performed outside of Business Days and Fastlane will inform the Client as soon as reasonable possible of any planned maintenance.
8.5 Fastlane reserves the right to conduct any unplanned maintenance at any time if necessary for security reasons or other reasons requiring immediate maintenance. Fastlane or the Hosting Partner will not be held liable for any damages resulting from such unavailability of the Online Software Service.
8.6 If and to the extent any specific service levels have been agreed to between the Parties, these service-levels will be stated in the Commercial Offer and/or in any other applicable service-level-agreement, as may be concluded between the Parties.
9. Intellectual Property Rights
9.1 Fastlane is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Online Software Service and the Services (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Online Software Service or the Services). Except for the limited license granted pursuant to article 3 of these Terms and Conditions, no other rights in respect of Fastlane’s Intellectual Property Rights will be granted or transferred to the Client in connection with this Agreement. Nothing in this Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Online Software Services or Services to the Client or any third party. The Client shall in no way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the Online Software Services or Services. The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Online Software Services, or visible during its operation or on media. All Client Data shall remain property of the Client, in accordance with article 7 of these Terms and Conditions.
10. Confidentiality
10.1 The Parties shall keep confidential and shall not directly or indirectly disclose to others or use for any purpose not specifically authorized by the Agreement, any Confidential Information of the other Party for the entire duration of the Agreement as well as for a period of three (3) years following the termination of the Agreement. Confidential Information will always remain the property of the disclosing Party, unless otherwise explicitly agreed in writing.
10.2 Fastlane is entitled to disclose Confidential Information of the Client to its employees, sub-contractors, and other third parties, to the extent necessary for the provision of the Services and Online Software Services and Services to the Client and to the extent these third parties are bound by a confidentiality obligation.
10.3 The Client will only disclose Confidential Information of Fastlane to third parties to the extent explicitly allowed by Fastlane in writing and to the extent these third parties are bound by a confidentiality obligation imposing at least the same restrictions as this article 10 of these Terms and Conditions.
11. Privacy and Data Protection
11.1 The Parties will always comply with the Privacy Laws for the processing of personal data when performing the Agreement.
11.2 In particular, the Client represents and warrants to Fastlane that it has the legal right to disclose any personal data that is made available to Fastlane under or in connection with this Agreement (including, but not limited to, any personal data that might by disclosed by the Authorized Users or End Users while using the Online Software Service) and that the Client has a valid legal ground to process such personal data and to disclose such personal data to Fastlane in accordance with the applicable Privacy Laws. The Client undertakes to sufficiently inform all data subjects about such processing activities by the Client and/or Fastlane (as applicable) in accordance with the applicable Privacy Laws.
11.3 Fastlane shall use Client Personal Data only for the execution of this Agreement and in accordance with the data processing agreement privacy policy.
12. Third Party Claims
12.1 The Client will indemnify, defend and hold Fastlane harmless from and against all claims and procedures initiated by a third party, that might arise or result from any action or omission by the Client in violation of this Agreement and/or any other applicable legal obligations. Among other things, Client shall indemnify Fastlane against all claims by End Users or other third parties arising from incorrect or unlawful use of the Online Software Service, violation of the Privacy Legislation, infringement of third parties Intellectual Property Rights and/or other rights of those third parties by the Client or its Authorized Users.
12.2 This indemnification obligation will cover all direct and indirect damages suffered by Fastlane (including its agents, contractors, directors, employees or representatives) as a result of any third-party claim, including but not limited to losses, costs and expenses (including reasonable attorney fees), reputational damage etc.
13. Fees
13.1 The Subscription Fee as stated in the Commercial Offer, are exclusive of VAT, any costs and expenses may be charged separately by Fastlane (if applicable).
13.2 Fastlane reserves the right to set the price and to review it periodically. Fastlane will communicate the new Subscription Fee to the Client and this new Subscription Fee will apply for the Renewal Term.
14. Invoicing and Payment of The Subscription Fee
14.1 The Client will pay the Subscription Fee in advance annually, as agreed upon in the applicable Commercial Offer.
14.2 Payment of the Subscription Fee can be made via either (i) credit card or (ii) wire transfer to Fastlane’s bank account number as indicated in the Commercial Offer and/or the applicable invoice. The payment method agreed to between the Parties shall be identified in the applicable Commercial Offer.
14.3 The Client expressly acknowledges and agrees that all upfront payments under this Agreement are final and non-refundable. Without prejudice to Client’s rights under applicable law in the event of a termination due to Fastlane’s intentional breach, willful misconduct or gross negligence, the Client shall not be entitled to a refund of the paid Subscription Fees or Services Fees in case of early termination of the Agreement.
15. Invoicing and Payment of The Services Fees
15.1 In the event the Agreement includes performance of Services by Fastlane, the agreed upon Services Fee will be invoiced separately to the Client according to the terms of the applicable Statement of Work or Commercial Offer.
15.2 Any invoice for the Services Fee will be paid by the Client in full within thirty (30) calendar days as of the date of invoice.
16. General Invoicing & Default of Payment
16.1 Invoices will be sent by Fastlane to the Client in PDF-format or in electronic format (PEPPOL standard) to the Client’s email address stated in the Commercial Offer. The Client expressly acknowledges and agrees that such communication by e-mail constitutes an official and formal notice of request for payment.
16.2 Any dispute regarding any invoices from Fastlane must be notified to Fastlane via info@getfastlane.io within eight (8) calendar days as of the date of receipt of the relevant invoice. In the event the Client has failed to dispute an invoice within the aforementioned term, the Client will be irrevocable deemed to have fully accepted the concerned invoice. Disputing a part of an invoice, does not discharge the Client of its obligation to pay the non-disputed amount of the invoice.
16.3 All payments under this Agreement shall be made in the currency stated in the Agreement.
16.4 Upon failure by the Client to pay any invoice (in whole or partially) by the due date, or if the Client fails to timely pay any other amount due to Fastlane, the Client shall, automatically and without prior notice, owe Fastlane: (i) interests on the outstanding amount at the rate of one percent (1%) per month as from the due date until payment in full has been received by Fastlane, and (ii) a lump sum compensation of fifteen percent (15%) of the outstanding balance with a minimum of two hundred and fifty euros (€ 250,00) for costs associated with the adverse effect on Fastlane’s cash flow, as liquidated damages. This article 16.5. is without prejudice to any other (legal) rights Fastlane may have and invoke because of the late, incomplete or non-payment by the Client.
16.5 Fastlane is entitled to suspend performance of its obligations under the Agreement to the extent the Client is in default of any (payment) obligation under the Agreement or in the event the Client demonstrates to be insolvent.
16.6 If during the Agreement an event occurs, including but not limited to the failure to (timely) pay one or more invoices or the fact that the Client or its assets are subjected to attachment measures, which raises reasonable doubts for Fastlane about the creditworthiness of the Client, Fastlane is entitled to demand, for the further performance of the Agreement, an (additional) advance payment or to request guarantees.
17. Term & Termination
17.1 The Agreement will commence on the Effective Date and shall continue for a fixed Initial Term as specified in the Commercial Offer. During the Initial Term the Agreement cannot be terminated, except in application of articles 17.3., 17.5. and 17.6. of these Terms and Conditions.
17.2 Upon expiry of the Initial Term, the Agreement shall automatically and tacitly renew for consecutive Renewal Terms, unless either Party notifies the other Party in writing of its intent not to renew the Agreement. This notification needs to be done at the latest three (3) months before the end of the Initial Term or the then current Renewal Term.
17.3 The Parties can always terminate the Agreement by mutual written agreement.
17.4 In the event of a Trial Term, the Trial Account shall automatically end at the end of that Trial Term. However, the Trial User will still have access to a Free Account. In the event of a conversion to a paid Subscription Plan, the Trial User shall become a Client and thus shall become liable to pay the applicable Subscription Fee and to comply with all terms and conditions of this Agreement.
17.5 Either Party may immediately terminate the whole or any portion of the Agreement without any prior judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if: (i) the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach, or (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
17.6 Without prejudice to any other rights and remedies available to it, Fastlane is entitled to terminate the Agreement immediately, without prior formal notice or court intervention being required and without any compensation being due, in the event that: (i) the Client breaches the terms and conditions of the Hosting Partner or the applicable third party software; (ii) the Client infringes Fastlane’s Intellectual Property Rights (expressly including the license grant pursuant to article 3 of these Terms and Conditions) or Confidential Information, (iii) the Client has caused Fastlane reputational damage. In the event of termination of the Agreement by Fastlane on one of the aforementioned grounds, a lump sum compensation of five thousand euros (€ 5.000,00) will be due by the Client to Fastlane, without prejudice to Fastlane’s right to claim a higher amount should the actual damage incurred exceed this lump sum compensation.
18. Consequences of Termination
18.1 Upon termination of the Agreement for whatsoever reason: (i) the Client shall promptly pay to Fastlane all amounts due and payable under this Agreement up to and including the date of expiry of the Initial Term or current Renewal Term; (ii) all licenses granted to the Client shall automatically terminate; (iii) except as required to comply with any applicable legal or accounting record keeping requirement and upon the other Party’s written request, each Party shall return the other Party’s Confidential Information that are in the possession or under the control of that respective Party (or alternatively destroy any copies thereof that cannot be returned and confirm the other Party in writing that such copies have been destroyed).
19. Warranty
19.1 Fastlane shall provide the Online Software Service and the Services to the best of its abilities but does in no way whatsoever guarantee that the Online Software Service and/or the Services will serve the exact or specific purpose intended by the Client. The Client acknowledges and agrees that the Online Software Services and Services are provided “as is”.
19.2 Except for the foregoing warranty and to the maximum extent permitted by applicable law, Fastlane does not make any representations or warranties, express or implied, concerning any matter under this Agreement (including the Online Software Services and Services) and Fastlane disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability or economic profitability.
20. Limitation of Liability
20.1 Subject to the maximum extent permitted under applicable law and except in case of intent, willful misconduct or gross negligence on part of Fastlane or its appointees, Fastlane’s total maximal liability under the Agreement, both in contract as in tort, shall, per event (or series of connected events) and per contract year, not exceed an amount equal to the Subscription- and (to the extent applicable) Services Fee paid during such contract year.
20.2 The Trial User acknowledges and agrees that, subject to the maximum extent permitted under applicable law, Fastlane has no liability whatsoever under this Agreement in respect of Trial Accounts as Trial Users do not pay any fees.
20.3 Subject to the maximum extent permitted under applicable law and except in case of intent, willful misconduct or gross negligence on part of Fastlane or its appointees, Fastlane shall not be liable under the Agreement for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.
20.4 Fastlane shall not be held liable in any way, neither contractually nor extra-contractually, for discontinuing an older release of the Online Software Service or for damages caused by the wrongful (or out of scope) use of the Online Software Service.
21. Miscellaneous
21.1 Severability – The Parties are convinced that all articles of the Agreement are valid and legally binding in all their aspects. Is however one or more articles (in whole or partially) void or invalid, this being void or invalid does not affect the validity of the other articles of the Agreement. Articles that are affected by nullity or invalidity, will remain binding to the maximum extent legally allowed. The Parties undertake to replace said articles with valid articles that, to the nearest extent possible, correspond with the intentions of the Parties at the time of conclusion of the Agreement.
21.2 Non-waiver – Any failure or delay by Fastlane in exercising any right under the Agreement, any single or partial exercise of any right under the Agreement or any partial reaction or absence of reaction by Fastlane in the event of violation by the Client of one or more of the provisions of this Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part), nor shall it preclude any further exercise of any such rights.
Any waiver of a right by Fastlane must be express and in writing. If there is an express written waiver of a right by Fastlane, following a specific failure by the Client, this waiver cannot be invoked by the client in favor of a new failure, like the prior one, or in favor of any other kind of failure/violation.
21.3 Survival – The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive expiration or termination of the Agreement, including without limitation, the provisions relating to Intellectual Property Rights, Confidential Information and limitation of liability.
21.4 Assignment – Fastlane may assign, transfer and/or subcontract the rights and obligations under this Agreement to any third party. The Client is not allowed to assign or otherwise transfer any of its rights or obligations under the Agreement without Fastlane’s prior written and explicit consent.
21.5 Force Majeure or Change of Circumstances – Neither Party will be responsible or liable for any failure or delay in the performance of its obligations under the Agreement arising out of or caused by a Force Majeure event. The Party claiming Force Majeure shall promptly and, in any event, no later than forty eight (48) hours after obtaining knowledge of the Force Majeure event (or forty eight hours after the moment on which said Party no longer reasonably can claim not to have been aware of the Force Majeure event), inform the other Party to this effect in writing (including e-mail), explaining its reasons for doing so.
If Force Majeure occurs, Fastlane may, at its own discretion, without requirement of a prior notice of default or judicial intervention, and with no right of recourse against it: (i) temporarily suspend the execution of the Agreement, or (ii) unilaterally and extrajudicially terminate the Agreement if the Agreement cannot be executed for longer than three (3) months because of Force Majeure.
In the event of a Change of Circumstances, Fastlane may, without giving rise to compensation, suspend performance of its obligations under the Agreement as well as request the Client to renegotiate the Agreement. If the Client refuses negotiation or does not participate in good faith in these renegotiations as well as in the event no agreement is reached within thirty (30) calendar days as from Fastlane’s written request (may include e-mail) to renegotiate, Fastlane may at its discretion (i) request the competent court to modify the Agreement or (ii) unilaterally and extrajudicially terminate the Agreement with immediate effect.
21.6 Notices – Unless otherwise set forth in the Agreement, any notice under the Agreement can be given by a Party via electronic mail (with confirmation of delivery) to the email address of the other Party mentioned in the Commercial Offer. Parties expressly acknowledge and agree that any such notice constitutes an official and formal notice.
All Notices shall be deemed to have been received by the non-notifying Party (i) on the date of delivery if delivered in person, (ii) upon receipt of a confirmation of delivery of the email, and (iii) three (3) working days following the date of mailing if sent by registered mail.
21.7 Relationship between the Parties – The relationship between Fastlane and Client is that of independent contractors. Nothing in the Agreement is intended or shall be deemed to constitute a partnership, agency, franchising or joint venture relationship between the Parties.
21.8 Publicity – Fastlane shall have the right to use any trademarks, logos or other marks of the Client (including the Client’s corporate name), as well as any survey of the Client (if publicly available), for client references on Fastlane’s website, social media announcements and sales presentations. Client reserves the right to object to any such use by Fastlane and the Parties will, upon notification of objection by the Client, discuss further use by Fastlane in good faith.
21.9 Applicable law and Competent Court – The Agreement has been drafted and needs to be interpreted in accordance with the laws of Belgium, with the exclusion of any rule of international private law which would lead to applicability of any other laws. Any dispute regarding the validity, interpretation, and or execution of this Agreement will be subject to a mandatory attempt to mediation between the Parties. Should no amicable solution be found within thirty (30) calendar days from the written notice thereto, the courts of the registered office of Fastlane will have exclusive jurisdiction.
21.10 Nullity – Any nullity or invalidity of a provision (or part thereof) of the present agreement does not affect the validity of the other provisions, unless the parties would not have signed the present agreement without the provision in question.
Last updated: August 7, 2024