Invenza Terms of Use and Contract Terms

This is a translation. In case of any discrepancy between the Dutch text and this translation, the Dutch text prevails (article 2.16.6). Dutch version

Chapter 0 — Definitions

0.1 Provider

The "Provider" is Ali Eren, sole proprietorship (natural person), with business address Hoekstraat 12, 3582 Beringen, enterprise number and VAT number BE 0742.764.434, reachable at privacy@invenza.be. The Provider makes the Invenza Platform and the Services available.

0.2 Platform

"Platform" means the Invenza online accounting and invoicing application, including the web application, the associated programming interfaces and all functionality that the Provider adds to or changes in it.

0.3 Services

"Services" means all functionality that the Provider offers via the Platform, including invoicing, quotes, customer and article management, electronic invoicing via the Peppol network, connections with third-party accounting software and supporting AI functions.

0.4 User

A "User" is any natural person who has access to the Platform with a personal account, regardless of whether that person acts on behalf of a Firm or on behalf of an End Client.

0.5 Firm / Contracting Party

The "Firm" is the bookkeeper, accounting firm or other professional service supplier that concludes an Agreement with the Provider for the use of the Platform, and that, as "Contracting Party", is the party to which Chapter 2 applies.

0.6 End Client

The "End Client" is the enterprise that the Firm creates as a customer on the Platform and for which the Firm performs invoicing or accounting services. The End Client is not itself a Contracting Party and does not conclude an Agreement with the Provider within the meaning of Chapter 2. Chapter 1 does apply to every User who uses the Platform on behalf of the End Client, and Chapter 3 governs the mandate that the End Client gives to the Firm. When an account on the Platform is activated, the End Client moreover itself accepts the payment obligation of article 2.4.4. That acceptance is a separate undertaking of the End Client towards the Provider, which governs only that payment and does not make the End Client a Contracting Party. Articles 2.4.1 up to and including 2.4.7, article 2.13 and article 2.17 apply to that undertaking, and it passes on with a transfer of the Agreement under article 2.16.1. For the rest, the rights and obligations of the End Client with regard to the Platform run through the Firm, except where these terms expressly give the End Client a right of its own, as in article 2.6.3 and article 2.6.4.

0.7 Data

"Data" means all data that the Firm or the End Client enters into the Platform, uploads or lets in through a connection, including invoices, customer data, accounting documents and attachments.

0.8 Administration

An "Administration" is the separate working environment within the Platform that is assigned to one End Client or, where applicable, to the Firm for its own account, and within which its Data is kept.

0.9 Agreement

The "Agreement" consists of these Terms of Use and Contract Terms, the Provider's written offer referred to in article 2.2, and any annex that is expressly referred to. In the event of a conflict, the following order of precedence applies: for the processing of personal data, the data processing agreement (article 2.9, or a separate data processing agreement that the Provider and the Firm conclude for that purpose) prevails over all other documents, including the written offer. For everything else: first the written offer, then these terms, and finally the annexes.

Chapter 1 — Terms of Use (for every User)

1.1 Scope

This chapter applies to every User who logs in to the Platform with an account, regardless of whether that User represents a Firm, an End Client or an employee of either. Chapter 2 also applies specifically to the Firm as Contracting Party.

1.2 Rules of use

1.2.1 The User uses the Platform only for the purposes for which it is intended and complies with the statutory requirements that apply to its activities.

1.2.2 The User makes no attempt to circumvent the security of the Platform, to reconstruct its source code, to run automated processes on the Platform without the Provider's permission, or to use the Platform in a way that disrupts its operation for other users.

1.2.3 The User places no Data on the Platform that infringes the rights of third parties or that is unlawful.

1.3 Access and confidentiality of login credentials

1.3.1 The User is responsible for keeping its login credentials confidential and for every activity carried out with its account.

1.3.2 The User reports unauthorised use of its account to the Provider immediately at privacy@invenza.be.

1.4 Intellectual property rights

All intellectual property rights in the Platform, the underlying software and the documentation developed by the Provider remain with the Provider or the Provider's licensors. Use of the Platform gives the User no right of ownership, only a personal and non-transferable right of use for the duration of the Agreement.

1.5 Confidentiality

Each party treats non-public information that it receives from the other party as confidential and uses it solely for the performance of the Agreement, except where disclosure is required by law.

1.6 Personal data

For the processing of the User's own personal data, such as account and identification data, the Provider acts as controller; the processing concerned is explained in the privacy notice. For personal data that is processed as part of the Data within an Administration, the Provider acts as processor on behalf of the Firm or the End Client, as further regulated in article 2.9.

1.7 Applicable law

This chapter is governed by Belgian law; for the competent court, reference is made to article 2.17.

Chapter 2 — Contract Terms (for the Firm as Contracting Party)

2.1 Scope and amendment

2.1.1 This chapter governs the contractual relationship between the Provider and the Firm as Contracting Party, in addition to Chapter 1. For the payment obligation of article 2.4.4, this chapter also binds the End Client, to the extent provided in article 0.6.

2.1.2 The Provider may amend these terms for a valid reason: a change in legislation or regulations or a decision of a public authority; security; technical necessity, including changes imposed by third-party services on which the Platform depends (for example the Peppol access point or the Peppol network); new or improved functionality; or a clarification or correction without disadvantage to the Firm. The Provider announces an amendment at least 2 months before it takes effect if it materially disadvantages the Firm, and otherwise at least 14 days before it takes effect. The announcement is always made by e-mail to the Firm's e-mail address known in the Platform, with a brief summary of the amendment; an additional notification in the Platform is possible. The Firm may terminate the Agreement free of charge before the amendment takes effect, regardless of the notice periods of article 2.5. If the Firm does not do so, this counts as tacit acceptance and the amended version applies from the announced date. Prices are not changed through this article, but exclusively in accordance with article 2.3.2. The Provider keeps a copy of every published version of these terms and of every announcement of an amendment.

2.2 Offer and Agreement

2.2.1 The Agreement is formed by a written offer from the Provider that is accepted by the Firm.

2.2.2 When the Firm creates an End Client on the Platform, the Firm declares and warrants that it is mandated to act on behalf of that End Client for the purposes of the Platform, including the use of the services described in article 2.8. This warranty is a contractual declaration of the Firm. For electronic invoicing via Peppol, the End Client moreover itself confirms, when activating its account on the Platform, the mandate referred to in Chapter 3 and accepts Maventa's terms of use, as provided in article 2.8.2. On that same activation, the End Client also accepts the payment obligation of article 2.4.4, as provided in article 0.6.

2.3 Prices

2.3.1 The prices stated are exclusive of VAT.

2.3.2 The Provider may adjust the prices at most once a year, provided that the adjustment is justified by documented cost increases of the Provider, with a maximum of 10%. A price adjustment is announced at least 2 months in advance by e-mail to the Firm's e-mail address known in the Platform. The Firm may terminate the Agreement free of charge before the price adjustment takes effect, regardless of the notice periods of article 2.5. If the Firm does not do so, the adjusted price applies from the announced date.

2.3.3 The prices of the Agreement may include, per Administration, a monthly fee per additional User, above a number of Users included per Administration. The amount of the fee per additional User and the included number of Users are stated in the written offer referred to in article 2.2.1, not in these terms. Any User who acts on behalf of an End Client counts as a User of an Administration, that is any User whose personal account was created in the Platform for an End Client and not for the Firm, and whose account is active and linked to that Administration. Users who act on behalf of the Firm are not counted. An account is active as long as it is activated and has not been deactivated or deleted. A suspension of access under article 2.4.7 does not make an account inactive, so a User whose access is suspended still counts. The number is determined per Administration on the last day of each month, and the fee per additional User for that month is due for each User above the included number. A User whose account is linked to more than one Administration counts in each of those Administrations. The fee per additional User is due only if the written offer of the Agreement states it. This article does not change any existing price. The Provider introduces the fee per additional User into an existing Agreement only through a new or amended written offer accepted by the Firm, and not through a price adjustment under article 2.3.2. The fee per additional User forms part of the fee attributed to that Administration under article 2.4.4, and the number of Users is part of the consumption data that the Platform keeps to calculate the fee per additional User.

2.4 Payment

2.4.1 The Provider invoices monthly. The invoice is payable within 14 days of the invoice date.

2.4.2 In the event of late payment, the interest determined by the Act of 2 August 2002 on combating late payment in commercial transactions is due by operation of law and without prior formal notice of default, increased by a fixed compensation of 40 euros, without prejudice to the right to reasonable compensation for additional recovery costs.

2.4.3 In the event of persistent non-payment by the Firm, including of an amount that the Provider invoices to the Firm under article 2.4.6, the Provider may suspend access to the Platform after a written reminder, without prejudice to article 2.12.

2.4.4 The Provider is free to choose whether to invoice the fee in full to the Firm, or to invoice the part of the fee that relates to an End Client's Administration directly to that End Client. That part is the fee that, according to the prices of the Agreement with the Firm, is attributed to that Administration, including the consumption within that Administration. The Provider makes that choice per End Client and may change it at any time, without prior announcement. No separate agreement or confirmation from the Firm or the End Client is needed for this. Each direct invoice states the Administration, the invoiced period and the price basis, and is payable in accordance with article 2.4.1 and article 2.4.2. For a direct invoice, the Provider uses only the End Client's public data from the Crossroads Bank for Enterprises, the e-mail address of a User of the End Client, the proof of acceptance and the consumption data that the Platform keeps to calculate the fee, and not the Data. The fact that this consumption data is exportable under article 2.5.10 does not make it Data for the purposes of this article.

2.4.5 The Provider invoices directly only to an End Client that itself accepted the payment obligation when activating an account on the Platform, as provided in article 0.6, for as long as the End Client has not withdrawn that acceptance. The End Client may withdraw its acceptance at any time for the future, through its Firm or by e-mail to the e-mail address stated in article 0.1. From the first invoice after the withdrawal, the Provider again invoices that part to the Firm. An invoice that the End Client received before the withdrawal remains owed by the End Client under article 2.4.1 and article 2.4.2, and the Firm remains liable for it under article 2.4.6.

2.4.6 The Firm remains liable towards the Provider for the full fee, including for the part that the Provider invoices to an End Client. If an End Client does not pay an invoice within the period of article 2.4.1, the Provider may invoice the unpaid amount to the Firm and the Firm owes that amount. What an End Client pays for an invoice is deducted from what the Firm owes for it, and what the Firm pays for an End Client's part is deducted from what that End Client owes. The Provider never receives the same amount twice. For the same amount, the interest and the fixed compensation of article 2.4.2 are owed only once by the End Client and the Firm together, and the Firm owes them only in the event of late payment of the invoice that it received itself.

2.4.7 If the Provider has invoiced the unpaid amount of an invoice to an End Client to the Firm under article 2.4.6, and that amount has been paid neither by the End Client nor by the Firm after the period of article 2.4.1 for the invoice to the Firm, the Provider may suspend access to the Platform for the Users acting on behalf of that End Client, 15 days after a written reminder to the End Client and to the Firm. The Administration of that End Client continues to work, including the sending and receiving of documents via the Peppol network, and the Firm keeps its access to it. The suspension ends as soon as the End Client or the Firm has paid the amount. During the suspension, the Provider provides the End Client with an export of its Data on request. The Provider suspends the Firm's access only under article 2.4.3 or article 2.12.

2.5 Duration, termination and switching

2.5.1 The Agreement is entered into for an indefinite period with a monthly subscription and is tacitly renewed.

2.5.2 The Firm may terminate monthly, provided that it gives notice before the last day of the current month.

2.5.3 Either party may terminate the Agreement with immediate effect in the event of a material breach by the other party that is not remedied within 15 days of a written formal notice of default, and in the event of manifest insolvency or bankruptcy of the other party.

2.5.4 The Firm may at any time notify by e-mail, to the e-mail address stated in article 0.1, that after the notice period it makes one or more of the following choices: (a) switch to a data processing service of another service supplier, (b) transfer all its exportable Data and digital assets to its own ICT infrastructure, or (c) have its exportable Data and digital assets deleted. Choices (a) and (b) are called a switch in articles 2.5.4 up to and including 2.5.15. In the event of a switch to another service supplier, the Firm states the details of that service supplier that are needed for the switch. Articles 2.5.4 up to and including 2.5.15 govern the switch and the deletion referred to in article 25 of Regulation (EU) 2023/2854 (the Data Act), with its procedure, methods, formats and known restrictions.

2.5.5 A notification under article 2.5.4 counts as termination of the Agreement under article 2.5.2, unless the Firm already terminates the Agreement on another ground. For a switch or a deletion, the notice period of article 2.5.2 applies, which is never longer than 2 months. If the Firm terminates the Agreement under article 2.1.2, 2.3.2, 2.5.3, 2.7, 2.15 or 2.16.1, the time of termination under that article counts as the end of the notice period. If the Firm notifies a switch no later than that time, the transition period of article 2.5.6 follows and, in derogation from that article, the Agreement ends only at the time provided in article 2.5.9. Otherwise the Agreement ends at the time under that article. If the Provider terminates the Agreement under article 2.5.3 or 2.15 before a transition period has begun, the Agreement ends at the time under that article, without a transition period. If the Provider terminates the Agreement during a transition period in progress, that transition period continues and the Agreement ends only at the time provided in article 2.5.9. In all those cases, the Firm and the End Client keep their rights under articles 2.5.10 up to and including 2.5.15.

2.5.6 After the notice period, a switch is followed by a transition period of at most 30 calendar days, during which the switch takes place without undue delay and the Agreement remains applicable. During that period, the Provider gives the Firm and the third parties that the Firm designates for that purpose reasonable assistance with the switch, acts with the necessary care to maintain business continuity and continues to deliver the functions and Services under the Agreement, informs the Firm clearly of known risks to that continuity, and maintains a high level of security throughout the switch, in particular for the Data during the transfer and during the retrieval period of article 2.5.13. The Provider supports the Firm's exit strategy, among other things by providing all relevant information, and cooperates in good faith with the new service supplier. At the Firm's request, the Provider ends the Peppol registration of an Administration on the date that the Firm chooses, so that another service supplier can take over that registration.

2.5.7 During the transition period, the terms and the price that applied on the day on which the Firm notified the switch apply. An amendment of these terms or a price adjustment that takes effect after that day does not apply to the Firm during the transition period, except an amendment imposed by a law, a regulation or a decision of a public authority. A functionality whose removal was the reason for a termination under article 2.7 remains available until the end of the transition period, unless a legal obligation, an urgent security reason or the discontinuation of a third-party service makes that impossible. For the transition period, only the ordinary fees for the Services under the Agreement are owed, the subscription being calculated per calendar day. A suspension under article 2.4.3, 2.4.7 or 2.12 never limits the export, the assistance and the other obligations of the Provider on the switch. Article 2.15 remains applicable during the transition period.

2.5.8 The Firm may extend the transition period once, by a period that it considers appropriate, by notifying this by e-mail before the end of the transition period. If a transition period of 30 calendar days is technically not feasible, the Provider notifies the Firm of this within 14 working days after the Firm has notified the switch, substantiates that technical infeasibility and states another transition period of at most 7 months. During that other transition period, article 2.5.6 and article 2.5.7 apply and the continuity of the Services remains ensured, and the Firm keeps its right to extend the transition period once.

2.5.9 In the event of a switch, the Agreement ends as soon as the Firm confirms by e-mail that the switch has succeeded, and at the latest at the end of the transition period, as it may have been extended or replaced under article 2.5.8. The transition period ends at the same time. Without a switch, the Agreement ends at the end of the notice period, also where the Firm chooses only a deletion. The Provider confirms the end of the Agreement by e-mail to the Firm's e-mail address known in the Platform. The Firm's confirmation that the switch has succeeded does not affect an export that the Firm has already requested and that has not yet been delivered, nor the retrieval period of article 2.5.13.

2.5.10 All exportable Data and the digital assets of the Firm and the End Client are transferable. Exportable Data is the Data and all other input and output data, including metadata, that is generated directly or indirectly by the use of the Platform by the Firm, the End Client and their Users, with the sole exception of the data stated in article 2.5.12. Digital assets are elements in digital form in which the Firm or the End Client has a right of use independently of the Agreement, such as their logos and own documents. The exportable Data includes in any case, for the Firm and for each Administration: (a) the enterprise data and the settings, including bank, invoicing, numbering and financial year data and the settings of connections with accounting software, (b) the invoices and credit notes, both sales and purchase and including drafts, with their lines, attachments, history, reminders and sending, payment and export statuses, (c) the quotes with their lines, attachments and signatures, (d) the receipts and the imported documents with their attachments, (e) the e-mail addresses for import and the history of the import by e-mail, (f) the customers, the suppliers and the articles, (g) the number series, (h) the own documents, folders and logos, (i) the Peppol identification and the registration data for Peppol, (j) the conversations with the AI assistant, (k) the consumption of Peppol and of the AI functions and the validation results of e-invoices, and (l) the Users and contact persons with their name, e-mail address and role, and the proof of their acceptance of these terms and of the mandate referred to in Chapter 3. Only the data that is kept in the Platform at the time of the export is exportable. Data that the Firm, the End Client or their Users themselves delete from the Platform is no longer exportable afterwards. In derogation from article 2.6.4, the Provider keeps the history of the import by e-mail, with the e-mails received and their attachments, only 90 days after their processing, and the validation results of e-invoices only 180 days after the validation, both during and after the Agreement, and deletes them afterwards. That data can therefore be retrieved only within those shorter periods. The documents that were imported from an e-mail are not covered by this and are kept like the other Data.

2.5.11 Invoices and credit notes that are not drafts can be downloaded by the Firm itself in the Platform as provided in article 2.6.3, as a ZIP file with the structured e-invoices in UBL format (XML), the PDF versions, the attachments and a summary file in CSV format. An export that can be downloaded in the Platform itself exists only for those documents. All other exportable Data and the digital assets are provided by the Provider on request, by a secure route, in a structured, commonly used and machine-readable format, such as CSV or JSON, and files in their original format. A notification of a switch counts as a request for a full export. The Provider delivers that export without undue delay and at the latest 14 calendar days after the start of the transition period. Any other export on request during the transition period or the retrieval period, also under article 2.6.3 or 2.6.4 or article 13 of the data processing agreement referred to in article 2.9, is delivered by the Provider without undue delay and at the latest 14 calendar days after the request, even if that period expires after the end of the Agreement.

2.5.12 Of the exportable Data, only the following categories are excluded, because they are specific to the internal operation of the Platform and their transfer would endanger trade secrets of the Provider or the security of the Platform: (a) the software, the source code and the internal configuration of the Platform, but not the settings of the Firm and its Administrations, (b) the technical logs and the security logs of the Platform, and (c) the passwords, keys and other access secrets of accounts and connections. These exclusions do not hinder or delay the switch.

2.5.13 After the end of the Agreement, the Firm and the End Client can still retrieve their exportable Data and digital assets during the retrieval period. That is the retention period of 24 months referred to in article 2.6.4, which runs well beyond the minimum period of 30 calendar days after the end of the transition period, subject to the shorter periods stated in article 2.5.10. With its choice referred to in article 2.5.4 or later during the retrieval period, the Firm may ask by e-mail, to the e-mail address stated in article 0.1, that the Provider deletes its exportable Data and digital assets earlier. In derogation from article 2.6.4 and from article 13 of the data processing agreement referred to in article 2.9, the retrieval period then ends 30 calendar days after the end of the Agreement or, if that is later, on the day of the request or on a later date that the Firm asks for. After the end of the retrieval period, with or without a request, the Provider fully deletes within 30 calendar days all exportable Data and digital assets of the Firm and of its End Clients, and confirms this by e-mail to the Firm. Excepted from this are only (a) the proof referred to in article 2.6.4, (b) the data that the Provider must keep under a legal obligation, (c) the public data from the Crossroads Bank for Enterprises about an enterprise, such as its name, enterprise number, address and legal form, which the Platform also uses for other customers, and (d) the own documents, folders and logos of an enterprise that at that time still uses the Platform as a Firm or as the Administration of another Firm. Copies in backups disappear within the ordinary rotation period of those backups. Copies that the Firm or the End Client itself had exported to third-party accounting software are subject to the terms of that third party, as provided in article 2.8.10.

2.5.14 The Provider charges no costs for a switch, an export or a transfer of the exportable Data and digital assets, the ending of a Peppol registration referred to in article 2.5.6 or a deletion referred to in article 2.5.13. This also applies to an export on request under article 2.6.3 or 2.6.4 or article 13 of the data processing agreement referred to in article 2.9. During the transition period, only the ordinary fees for the Services are owed, as provided in article 2.5.7.

2.5.15 The Firm has the Data of an End Client transferred or deleted on the basis of the mandate that it warrants under article 2.2.2, and warrants that it is entitled to do so and that it has informed the End Client of this beforehand. A switch, a deletion or a termination by the Firm does not affect the End Client's own right to an export of its Data, as provided in article 2.6.3 and article 2.6.4, as long as that Data has not been deleted.

2.6 Platform and Data

2.6.1 The Provider takes reasonable technical and organisational security measures to protect the Platform and the Data.

2.6.2 The Provider aims for an availability of 99.5% of the Platform, on a best-effort basis; this is not a guaranteed service level. Maintenance is carried out, where possible, outside the Firm's office hours, and the Provider makes regular backups of the Data.

2.6.3 The Data remains the property of the Firm, respectively of the End Client. The Provider does not sell the Data and does not use it for advertising. For the duration of the Agreement, the Firm and the End Client can download in the Platform itself, per Administration and per chosen period, an export of their invoices as a ZIP file with the structured e-invoices in UBL format (XML), the PDF versions and the attachments, together with a summary file. The Provider makes other exports of the Data available on request.

2.6.4 After the end of the Agreement, the Provider keeps the Data for another 24 months, so that the Firm or the End Client can reactivate the service without loss of data, can obtain an export on request and the Data remains available in the event of a dispute. Within that period, the Provider provides the Firm or the End Client on request with an export of their Data, including the invoices in UBL format; afterwards, the Provider deletes the Data. Copies in backups disappear within the ordinary rotation period of those backups. In derogation from this, the Provider keeps the proof of acceptance of these terms and of the mandate referred to in Chapter 3, and the legal audit records, until 10 years after the end of the Agreement, or longer as long as a dispute is pending. The statutory retention obligation for accounting and VAT documents rests on the Firm and the End Client themselves; they export in good time the documents they need for it.

2.7 Services

The Provider delivers the Services to the best of its ability and may change or improve them at any time, provided that the core functionality of the Platform is maintained. The Provider removes a functionality that the Firm uses only for one of these reasons: a change in legislation or regulations or a decision of a public authority, security, technical necessity, or the discontinuation or change of a third-party service on which the Platform depends. The Provider notifies such a removal by e-mail to the Firm's e-mail address known in the Platform, at least 2 months before the functionality is discontinued. If the functionality has to disappear faster for urgent security reasons or because of the discontinuation of a third-party service, the Provider notifies this as soon as possible. In both cases the Firm may terminate the Agreement free of charge, regardless of the notice periods of article 2.5, before the functionality is discontinued or, in the case of an urgent removal, within 30 days of the notification. For other changes and improvements, no announcement is needed. Questions about the Services can be addressed to privacy@invenza.be.

2.8 Third-party services and integrations

2.8.1 The Provider is a partner of Maventa, a service of Visma, for electronic invoicing via the Peppol network, and is the only party that concludes an agreement with Maventa for that purpose. The Firm and the End Client have no direct agreement with Maventa and may not resell the service.

2.8.2 The Firm accepts Maventa's terms of use for itself by accepting these terms. No separate step in the Platform is needed for this. In addition, the End Client accepts Maventa's terms of use itself, in the Platform, before Peppol is activated for its Administration. The Firm ensures that its End Client does so, as a rule by inviting a contact person of the End Client to activate a new account on the Platform. Without the End Client's acceptance, Peppol cannot be activated for that Administration.

2.8.3 The Provider and/or Maventa may request, before or during the activation, identification and enterprise data, including data from the Crossroads Bank for Enterprises and data of representatives. The Firm supplies correct and complete data and keeps it up to date.

2.8.4 If the End Client already used electronic invoicing via Peppol through another service supplier, including another Maventa partner, the Firm ensures that this previous service supplier has stopped the service before the activation via the Provider takes place.

2.8.5 The Peppol addresses and register data are used exclusively to send and receive e-invoices for that Administration. They are not transferred to third parties, and recipient data is kept in such a way that no third party has access to it. No documents are sent to a recipient that has not agreed to this.

2.8.6 The Firm and the End Client remain responsible themselves for keeping their own accounts and, for the duration of the relationship, make copies themselves of the documents exchanged via Peppol. This obligation is independent of the period of 24 months after the end of the Agreement referred to in article 2.6.4; the Provider does not keep those documents in their place for their statutory retention period.

2.8.7 Maventa is not liable towards the Firm or the End Client for direct or indirect damage. Complaints about the Peppol service are addressed exclusively to the Provider, within the limits of article 2.13.

2.8.8 The Provider may refuse, suspend or end the Peppol activation for an Administration in the event of suspected fraud, spam or other criminal behaviour, or when Maventa bans the Administration from its network for that reason.

2.8.9 For personal data in documents exchanged via Maventa, the Firm, respectively the End Client, is controller, the Provider is processor and Maventa is sub-processor. Maventa's list of sub-processors is available at https://www.visma.com/trust-centre/product-search/.

2.8.10 The Provider also uses other third-party services, such as the export to the accounting software of Adsolut and Yuki, the consultation of the Crossroads Bank for Enterprises, hosting on Microsoft Azure, and Azure OpenAI for AI functionality. For the part supplied by that third party, the terms of that third party apply; the Provider does not guarantee its availability.

2.8.11 The Provider does not guarantee that a document sent via the Peppol network is also delivered, nor within what period this happens. Nor does the Provider guarantee that every document addressed to an Administration via the Peppol network reaches the Platform. Maventa, another intermediary service supplier or the recipient may refuse a document, among other things because of incomplete data, a formal defect, specific requirements of an intermediary service supplier or a suspicion of abuse. The Firm checks the sending status of every document sent in the Platform and itself delivers a refused or undelivered document to the recipient by another route. The Provider's liability for this is limited in accordance with article 2.13.4.

2.9 Processing of personal data (data processing agreement)

2.9.1 To the extent that the Provider, in performing the Agreement, processes personal data as processor within the meaning of article 28 of the General Data Protection Regulation, the arrangements of the data processing agreement apply. The data processing agreement forms part of the Agreement and governs, among other things, the roles of the Firm and the End Client, the instructions, the sub-processors, the notification of breaches, the audits and the return and deletion of the personal data.

2.9.2 The Firm and each End Client each accept the data processing agreement themselves in the Platform, as provided in article 1.4 of the data processing agreement. For the Data of an End Client that has not yet accepted the data processing agreement itself, or that has no User, the Firm also accepts it on behalf of that End Client, on the basis of the mandate that the Firm warrants in article 2.2.2.

2.10 Use

The Firm uses the Platform only for the purposes for which it is intended and ensures that the End Clients and their Users who use the Platform through the Firm comply with these terms. The Firm informs its End Clients and their Users of the Provider's privacy notice referred to in article 1.6.

2.11 Intellectual property and indemnification

2.11.1 The Firm indemnifies the Provider against claims of third parties arising from Data that the Firm or an End Client has placed on the Platform and that infringes the rights of those third parties.

2.11.2 In the event of a breach of these terms by the Firm, an End Client or their Users, such as fraud, sending spam or sending unlawful content via the Platform, the Firm indemnifies the Provider against all claims of third parties, including Maventa, arising from it and compensates the Provider for all costs, fines and damage resulting from it. This also includes the costs and damage arising for the Provider from a suspension by Maventa or from the termination of the agreement between the Provider and Maventa, where that suspension or termination is the result of such a breach.

2.12 Suspension

The Provider may suspend access to the Platform in the event of a breach by the Firm, after a written notification and a period of 15 days to remedy the breach, unless the situation requires urgent action. The fact that an End Client does not pay an invoice of the Provider does not count as a breach by the Firm, as long as the Firm pays the amount after the Provider has invoiced it to the Firm under article 2.4.6.

2.13 Liability

2.13.1 The Provider's liability for damage arising from the Agreement is limited to the amount of the fees that the Firm has paid to the Provider in the 12 months preceding the event giving rise to the damage. This limitation and that of article 2.13.4 also apply to claims of an End Client that relate to the payment obligation of article 2.4.4, and the claims of the Firm and of its End Clients together remain within one single amount. For the calculation of that amount, the amounts that the Firm's End Clients have paid to the Provider under article 2.4.4 count as fees that the Firm has paid to the Provider.

2.13.2 The Provider is not liable for indirect damage. Nor is the Provider liable for damage caused by an unavailability of the Platform during planned maintenance that the Provider has announced at least 24 hours in advance by e-mail or in the Platform, for the first 8 hours of such maintenance per calendar month. The same applies to an unavailability caused by a failure at a third party or a network over which the Provider has no control, such as Maventa, the Peppol network or Microsoft Azure, if the Provider did not cause that failure itself and could not reasonably have prevented or remedied it. For damage caused by any other unavailability of the Platform, including planned maintenance beyond those 8 hours, the Provider's liability remains limited in accordance with article 2.13.1 and article 2.13.4.

2.13.3 This limitation does not apply in the event of intent or gross negligence of the Provider.

2.13.4 In derogation from article 2.13.1, the Provider's liability for damage arising from the sending or receiving of documents via the Peppol network is limited to the amount of the fees that the Firm has paid to the Provider in the 3 months preceding the event giving rise to the damage. For that damage, only this limitation applies; it is not in addition to the limitation of article 2.13.1 and is not added to it. The total of the compensation that the Provider owes under article 2.13.1 and this article never exceeds the amount determined in article 2.13.1. Article 2.13.2 and article 2.13.3 also apply to this limitation.

2.13.5 A claim of the Firm against the Provider for compensation of damage as referred to in article 2.13.4 lapses if the Firm does not notify it in writing to the Provider within 12 months after the Firm became aware, or should reasonably have become aware, of the ground for the claim. This lapse does not apply in the event of intent or gross negligence of the Provider.

2.14 Exclusion of other warranties

Except as expressly provided in the Agreement, the Provider offers the Platform without further warranties, neither express nor implied.

2.15 Force majeure

Neither party is liable for a breach that is the result of force majeure. A failure at an external cloud or network supplier on which the Provider depends counts as force majeure only if the Provider did not cause that failure itself and could not reasonably have prevented or remedied it. If the force majeure situation lasts longer than 60 days, either party may terminate the Agreement.

2.16 Other provisions

2.16.1 The Firm may not transfer the Agreement without the Provider's prior written consent. The Provider may transfer the Agreement without the Firm's consent to an enterprise over which the Provider has control, or to an acquirer of the activity to which the Agreement relates. The transferee then steps into all rights and obligations of the Provider under the Agreement. The Provider notifies such a transfer by e-mail to the Firm's e-mail address known in the Platform, at least 2 months before it takes effect. The Firm may terminate the Agreement free of charge before the transfer takes effect, regardless of the notice periods of article 2.5.

2.16.2 Notifications under the Agreement may also be made through a notification in the Platform.

2.16.3 If a provision of the Agreement is invalid, the other provisions remain in force unaffected.

2.16.4 A party's failure to exercise a right does not count as a waiver of that right.

2.16.5 The Provider may mention the Firm's name as a reference, unless the Firm objects to this in writing.

2.16.6 If the Provider makes a translation of the Agreement available, the Dutch text prevails in the event of a difference between the Dutch text and that translation.

2.17 Applicable law and competent court

Belgian law applies to the Agreement. Disputes fall under the exclusive jurisdiction of the Enterprise Court of Antwerp, Hasselt division.

Chapter 3 — Peppol mandate from the End Client to the Firm

3.1 Purpose of the mandate

The End Client authorises its Firm to set up and manage, on behalf of the End Client and within its Administration, electronic invoicing via the Peppol network on the Platform. This authorisation forms the basis for the warranty that the Firm gives to the Provider in article 2.2, and for the use of the third-party services described in article 2.8.

3.2 Scope of the mandate

3.2.1 The mandate covers the registration and activation of a Peppol address for the End Client's Administration, the sending and receiving of electronic invoices via that address, and its deactivation.

3.2.2 Within the scope of this mandate, the Firm supplies the identification and enterprise data needed for the activation, including data from the Crossroads Bank for Enterprises. The End Client accepts Maventa's terms of use itself, as provided in article 2.8.2. The mandate does not cover that acceptance.

3.2.3 The End Client remains the controller of the data exchanged via Peppol within its Administration; the Firm acts in that respect exclusively within the limits of this mandate.

3.3 Obligations and withdrawal

3.3.1 The End Client ensures that the data supplied to the Firm is and remains accurate and complete, and that any previous electronic invoicing service supplier has stopped the service before Peppol is activated via the Platform, in accordance with article 2.8.

3.3.2 The End Client may withdraw this mandate at any time through its Firm. A withdrawal applies for the future: it ends the further use of Peppol for the Administration concerned, but does not affect documents already exchanged via Peppol or the End Client's statutory retention obligation.

3.3.3 Questions about this mandate can be addressed, through the Firm, to the Provider at privacy@invenza.be.