Note: You can find our previous terms valid until November 24, 2025 here.
Master Subscription Agreement
This Dealside Master Subscription Agreement (“MSA”) is between
Dealside BV, a limited liability company, with registered office at Frans Ackermanstraat 20, 9000 Ghent, Belgium and with company registration number (BE) 1003.785.001, RLE Ghent (division Ghent) (“Dealside”), and
(i) the entity that executes an Order Form for the Services, expressly referencing this MSA, or (ii) the individual that signs up for and accesses the Subscription Service on a free trial basis (“Trial Services”) who, in each case, agrees to be bound by this Agreement.
The “Effective Date” of this Agreement is (a) the effective date of the first Order Form executed by the Parties, or (b) in the case of Trial Services, the date Customer receives access to the Subscription Service accepting this Agreement by clicking a box indicating acceptance, as applicable.
If the individual accepting this Agreement is accepting it on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this Agreement and may not use the Services or Trial Services.
If a Customer Affiliate enters a separate Order Form with Dealside, the Customer’s Affiliate creates a separate agreement between Dealside and that Affiliate, where Dealside’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.
Section 1. Definitions
“Affiliate(s)” means, for a Party, any other entity that controls, is controlled by, or under
common control with that Party. For the purposes of this definition, the term “control”
means the direct or indirect power to direct the affairs of an entity through at least 50%
of the shares, voting rights, participation, or economic interest in such entity.
“Agreement” means (a) in the case of Trial Services, this MSA, or (b) in the case of an executed Order Form, the combination of the applicable Order Form and this MSA (including all exhibits, addenda, and amendments which are properly attached or incorporated by reference).
“Authorized User” means, (a) in the case of an individual accepting these terms on his or her own behalf, such individual, or, (b) in the case of an individual accepting this Agreement on behalf of an entity, an individual who is authorized by Customer to use the Services, and to whom Customer has supplied an application user (for Services utilizing authentication). Authorized Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
“Customer” means (a) in the case of an individual accepting this Agreement on his or her own behalf, such individual, or (b) in the case of an entity entering this Agreement with Dealside through an Order Form, such entity and its Affiliates or in the case of an individual accepting this Agreement on behalf of an entity, the entity for which such individual is accepting this Agreement, and Affiliates of that entity.
“Order Form” means an ordering document specifying the Services to be provided and which references this Master Subscription Agreement.
“Party” means Dealside or Customer, as applicable.
“Parties” means Dealside and Customer collectively.
“Personal Data” shall have the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679).
“Sensitive Personal Data” shall have the meaning of “Special Categories of Personal Data” as defined in Article 9 of the General Data Protection Regulation (Regulation (EU) 2016/679).
“Services” means the services as defined in Section 2 below.
“Taxes” means any local, state, provincial, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or other governmental charges or duties resulting from the Agreement, excluding income taxes on Dealside’s revenue.
Section 2. Services
2.1. Services. The Services mean the Subscription Service, Professional Services and/or Support Services that are ordered by Customer under an Order Form and made available by Dealside.
2.2. Subscription Service. The Subscription Service means the subscription-based, cloud-hosted software-as-a-service offering that Dealside makes available to Customer for the Subscription Term, accessible through the Dealside web application, the Dealside mobile application, and the voice calling services provided by Dealside. The Subscription Service is regularly updated and enhanced using a continuous delivery model during the Subscription Term. Customer's procurement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Dealside regarding future functionality or features.
2.3. Professional Services. Professional Services means implementation, configuration, training, consulting, integration, and other professional services that Dealside may perform for Customer as specified in the Order Form. Professional Services are provided on a one-off or project basis. Professional Services will start on the date as mutually agreed upon and do not renew automatically. The price of these Professional Services shall be specified in the Order Form.
2.4. Support Services. During the Subscription Term, Dealside will provide Support Services in accordance with Dealside’s Service Level Agreement available at https://askdonna.com/legal/service-level-agreement. Standard Support is included in the Fees for the Subscription Service.
Section 3. Ownership, License, Subscriptions and Use of the Services
3.1. Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights (“Intellectual Property Rights”). Dealside will retain all Intellectual Property Rights in and to the Services and Trial Services and all components of, or used to provide, the Services, Trial Services and any other materials developed by Dealside in its performance hereunder that derive from, improve, enhance or modify the Services, Trial Services or other Dealside pre-existing intellectual property (collectively with the corresponding Intellectual Property Rights, “Services Information”). Customer will retain Intellectual Property Rights in all data, information, or materials uploaded to the Services by or on behalf of Customer (other than Feedback as described below), including any outputs or results thereof produced by the Services from such data, information or materials (excluding any Dealside intellectual property embedded therein) (collectively, “Customer Content”). Dealside may copy, display, modify, process, and otherwise use Customer Content only as needed (i) to provide and maintain the Services, or (ii) to the extent necessary to perform its obligations or enforce its rights under this Agreement. Customer ensures that it has the necessary rights to disclose the Customer Content to Dealside as described herein (including but not limited to, where appropriate, a valid legal basis under applicable data protection legislation). Customer is responsible for the lawfulness, accuracy and content of Customer Content.
3.2. Feedback and Usage Data. Customer may provide suggestions, enhancement requests, recommendations about the Services, Trial Services, or other feedback to Dealside ( “Feedback”). In addition, Dealside may generate, collect, use and analyze data about the provision, use, and performance of the Services or Trial Services based on Customer’s use of the Services or Trial Services (“Usage Data”). Such Usage Data does not include Customer Content or Personal Data. Dealside may use Feedback and Usage Data freely without any restriction or obligation to maintain, improve, enhance, and promote Dealside’s Services or Trial Services. However, Dealside may only disclose Feedback and Usage Data to third parties if the Feedback or Usage Data is aggregated and anonymized and does not identify Customer or its Authorized Users.
3.3. Licenses. Subject to Customer’s ongoing compliance with the Agreement, Dealside grants Customer a non-exclusive and non-transferable (except to the parties expressly set forth in the applicable Order Form) license to permit its Authorized Users to access and use the Services or Trial Services, as applicable, and copy, use and adapt the documentation, solely during the applicable Subscription Term for Customer’s own business purposes. Customer's rights to use the Services or Trial Services are limited to those expressly set forth in the Agreement, including limitations based on license type set forth in the Order Form.
3.4. Authorized Users. Customer may designate and provide access to the Services or Trial Services, as applicable, to its Authorized Users. Customer is responsible for all actions on Authorized Users’ accounts and for all Authorized Users’ compliance with this Agreement. Customer will promptly notify Dealside if it becomes aware of any violation of the Agreement or any unauthorized access or use by its Authorized Users.
3.5. Prohibited Use. Except as explicitly permitted by this Agreement, Customer must not do any of the following with the Services or Trial Services: (i) use in violation of any applicable law or regulation; (ii) use in a manner that would cause a material risk to the security or operations of Dealside or any of its other Customers; (iii) disassemble, decompile, or reverse engineer; (iv) redistribute, sell, rent, lease, or sub-license to any third party; (v) remove, obscure, or alter any proprietary notices; or (vi) circumvent, disable, or stress test any security or other technological features ((i) through (vi) “Prohibited Use”). Any suspicion that Customer or its Authorized Users are in breach of this Section or any use of the Services or Trial Services by Customer or its Authorized Users that in Dealside’s reasonable assessment threatens the security, integrity, or availability of the Services or Trial Services may result in the suspension of the Services or Trial Services by Dealside, however, Dealside will use commercially reasonable efforts under the circumstances to provide Customer with notice prior to any such suspension.
3.6. Subscriptions. Customer may purchase a number of subscriptions for the Services as set forth in the applicable Order Form (each, a “Subscription”). Each Subscription entitles Customer to permit one (1) Authorized User to access and use the Services during the Subscription Term. Authorized Users who only access the Services for technical or configuration purposes (such as integrations, configuration, or user management) and do not otherwise use the Services do not require a Subscription. An Authorized User account who uses the Services may not be used by more than one individual. An Authorized User account who only accesses the Services for technical or configuration purposes may be used by more than one individual. Customer may reassign a Subscription to a different Authorized User. Subscriptions for the Services may be added during a Subscription Term at the same pricing as set forth in the applicable Order Form, prorated for the portion of that Subscription Term remaining at the time the Subscriptions are added. Any added Subscriptions will co-terminate with the Subscription Term.
3.7. Overage. Dealside may permit the number of Authorized Users with access to the Services to exceed the number of Subscriptions purchased (“Overage”). If an Overage occurs, Dealside will notify Customer. Within 30 days of such notice, Customer shall either (a) procure additional Subscriptions in an amount sufficient to cover the Overage, or (b) reduce the number of Authorized Users so that it does not exceed the number of Subscriptions purchased. If Customer does not cure the Overage within such period, Dealside may suspend access to the Services for the excess Authorized Users.
3.8. AI Literacy and Responsible Use. Customer ensures that each Authorized User shall exercise reasonable care in their interactions with the Subscription Service, consistent with the level of understanding expected from individuals possessing reasonable AI literacy (which includes, but is not limited to, recognizing the Subscription Services’ capabilities and limitations, avoiding misuse, and applying sound judgment when interpreting or acting upon its outputs). The Parties shall take appropriate measures to ensure sufficient level of AI literacy of the Authorized Users taking into account the Authorized Users’ knowledge and the specific context in which the Subscription Services are to be used.
Section 4. Fees, Payment and Taxes
4.1. Fees. Customer must pay the Fees for the applicable Services, as set forth on the Order Form. Except as expressly set forth in this MSA, all payment obligations are non-cancelable and Fees are non-refundable and not subject to set off.
4.2. Fee Adjustments. Dealside reserves the right to increase Fees for the Services in accordance with this clause. Dealside may increase its prices and rates in accordance with changes in labor costs or external (third party) costs. These include, but are not limited to, wages, energy costs, raw materials, and third-party licenses (e.g., hosting services and others). In the event of such increases, Dealside may adjust the relevant portion of the Fees, provided that any such increase shall not exceed the lesser of seven percent (7%) or the maximum rate permitted by applicable law.
4.3. Invoicing and Payment. Dealside will invoice Customer for all Fees annually in advance. Dealside will send invoices electronically using the billing information provided by Customer. Customer shall pay all Fees in accordance with the payment terms and in the currency set forth in the applicable Order Form.
4.4. Failure to Pay. In the event of non-payment of any Fees due by Customer according to the payment terms in the Order Form, Dealside will send Customer a reminder notice. If Customer fails to pay within 15 days of the date of the reminder notice, Dealside reserves the right to immediately suspend Customer’s access to the Services until Customer pays the entire remaining balance of Fees. Dealside may charge interest at a monthly rate equal to the lesser of one percent (1%) per month or the maximum rate permitted by applicable law on any overdue Fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Dealside will promptly restore Customer’s access to the Services once such non-payment is cured.
4.5. Disputes. If Customer has a bona fide belief that an invoice is incorrect, Customer must contact Dealside within thirty (30) days of the date of the applicable invoice ("Dispute Period"). Upon receipt of such notice, Dealside and Customer will work together in good faith to resolve the dispute and, if such disputed amount(s) are deemed legitimate, Customer agrees to pay such amounts promptly upon resolution of the dispute (and in any event, within 30 days thereafter). If Customer does not notify Dealside of a dispute within the Dispute Period, all invoiced Fees will be deemed legitimate and owing in accordance with this Agreement.
4.6. Taxes. Customer is responsible for paying all applicable Taxes. If Dealside determines that Dealside has the legal obligation to pay or collect Taxes, Dealside will add such Taxes to the applicable invoice and Customer will be obligated to pay such Taxes, unless Customer provides Dealside with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues Dealside for unpaid Taxes for which Customer is responsible under the Agreement and which Customer did not pay to Dealside, Dealside may invoice Customer and Customer will be obligated to pay such Taxes to Dealside or directly to the taxing authority, plus all applicable interest, penalties, and charges. All Fees payable to Dealside shall be free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case Customer undertakes to pay Dealside such additional amounts as are necessary in order that the net amounts received by Dealside after all deductions and withholdings shall not be less than if such payments would have been in the absence of such deductions or withholdings.
Section 5. Term and Termination
5.1. Term. The Subscription Term is set forth in the applicable Order Form or, in the case of Trial Services, continues until the earlier of (a) the end of the trial period communicated to Customer, (b) the start date of any Order Form entered into by Customer for Services, or (c) termination by Dealside in its sole discretion (“Trial Term”). This Agreement commences on the Effective Date and will remain in effect until all Order Forms have expired or been terminated in accordance with this Section 5. In case the Order Form does not specify a Subscription Term, the Subscription Term will be one (1) year.
5.2. Renewal. Upon expiration of the Subscription Term, the Customer’s Subscriptions will automatically renew for successive one (1) year Subscription Terms unless Customer provides Dealside with notice of termination at least ninety (90) days prior to the end of the Subscription Term. Professional Services do not renew automatically.
5.3. Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach describing the nature and basis of the breach and if such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of the commencement thereof. Non-payment of Fees by Customer for thirty (30) days after the due date of an invoice and any violation of Section 3.5 (Prohibited Use) will be considered material breaches of this Agreement.
5.4. Effect of Termination and Expiration. Termination of this Agreement will concurrently terminate all active Order Forms. Upon termination of this Agreement and/or termination or expiration of an Order Form, Customer will have no further right to use the Services under the terminated or cancelled Order Form(s) and Dealside will remove Customer’s access to the same. If Customer terminates the Agreement for any reason other than Dealside’s uncured material breach, Customer will be responsible for Fees covering the remainder of the then-current Subscription Term. If Customer terminates the Agreement for Dealside’s uncured material breach in accordance with Section 5.3 (Termination for Cause), Customer shall be entitled to a pro-rata refund of any prepaid, unused Fees paid to Dealside.
5.5. Return or Deletion of Customer Content. Each Party will return to the other Party or destroy all materials containing or reflecting any of the other Party’s Confidential Information. Customer has the right to request the return or deletion of Personal Data within sixty (60) days following the Agreement termination date. Customer Content will be purged from Dealside systems within ninety (90) days after termination of the Agreement. During such retention terms, Dealside shall not use the Customer Content for any other purpose than to ensure backup availability.
5.6. Survival. The following Sections will survive termination: Section 4 (Fees, Payment and Taxes) for any Fees due and payable at the time of termination, Section 5.4 (Effect of Termination and Expiration), Section 3 (Ownership, License, Subscriptions and Use of the Services), Section 6 (Confidentiality), Section 8.3 (Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), and Section 12 (General Terms). Termination of this Agreement will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
Section 6. Confidentiality
6.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Content. Confidential Information of Dealside includes Services Information and the terms of all Order Forms (including pricing). Confidential Information of each Party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party.
6.2. Exclusions. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.3. Ownership and Protection. As between the Parties, each Party retains all ownership rights in and to its Confidential Information. The Receiving Party agrees to keep Confidential Information in confidence using the same degree of care that the Receiving Party uses to protect its own Confidential Information (but not less than reasonable care).
6.4. Permitted Disclosures and Use. Except as expressly permitted in this Agreement, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent; provided the Receiving Party may disclose Confidential Information to its and its Affiliates’ employees and contractors who have a legitimate need to know such information and who are bound by obligations of confidentiality and non-use at least as protective of the Confidential Information as those in this Section 6. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations or exercise its rights under this Agreement, such obligations including, in the case of Dealside, to provide the Services or Trial Services.
6.5. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Section 7. Privacy and Security
7.1 Security. Dealside will implement and maintain appropriate technical and organizational measures to protect the security, confidentiality, availability and integrity of the Services, Trial Services and Customer Content. Dealside’s current security and data protection practices are set forth at https://trust.askdonna.com and are further described in Exhibit C (Technical and Organizational Measures) to the Data Processing Addendum.
7.2. Restrictions on Use of Customer Content for AI Models. Dealside will not, and will not permit any third party to, use any Customer Content, including Customer’s Personal Data, to train or improve any AI models; provided that Dealside may use Feedback and Usage Data for the purpose of improving its AI features.
7.3. Compliance with Privacy Laws. The Parties will comply with their respective obligations under applicable privacy and data protection laws and regulations and the Data Processing Agreement (available at https://askdonna.com/legal/data-processing-agreement) ("DPA") with respect to any Personal Data they process pursuant to this Agreement. The DPA is incorporated into this Agreement by reference. Customer represents and warrants that Customer Content will not include any Sensitive Personal Data, and that all collection, transfer, and use of any Personal Data in connection with the Services or Trial Services will comply with all applicable privacy and data protection laws and regulations (including proper disclosure via Customer's privacy policy and receipt of all consents required to process any Personal Data with the Services).
7.4. Breach Notification. Dealside will notify Customer within forty-eight (48) hours after becoming aware of the unauthorized acquisition, access, use, disclosure or destruction of Customer Content, (a “Breach”), following determination by Dealside that a Breach occurred on its systems. Dealside shall reasonably assist Customer with the investigation and mitigation of the impact of any such Breach as well as any notification obligation towards a supervisory authority that may be necessary.
Section 8. Representations, Warranties, and Disclaimers
8.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. Warranties. Dealside warrants that during the Subscription Term it will not materially decrease the overall functionality of the Subscription Service . For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 5.3 (Termination for Cause).
8.3. Disclaimers. Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Trial Services are provided “as is,” and “as available” exclusive of any warranty whatsoever.
Section 9. Indemnification
9.1. Indemnification by Dealside. Dealside will indemnify and hold Customer harmless from any Losses (defined below) arising out of a third party’s claim (“Claim”) that the Services infringe or misappropriate such third party’s Intellectual Property Rights. Dealside will, at its sole expense, defend such Claim and pay liabilities and expenses awarded to such third party by a court of competent jurisdiction or agreed to in a settlement (collectively, “Losses”) in connection with such Claim.
9.2. Remedies. If use of a Service by Customer has become, or, in Dealside’s opinion, is likely to become, the subject of any such Claim, Dealside may, at its option and expense,
(i) procure for Customer the right to continue using the Service(s) as set forth hereunder;
(ii) replace or modify a Service to make it non-infringing, without breaching Dealside’s warranties as described in Section 8.2 (Warranties);
or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Dealside, terminate this Agreement upon 30 days’ written notice and repay, on a pro-rata basis, any Fees previously paid to Dealside for the corresponding unused portion of the then-current Subscription Term for related Services.
9.3. Exclusions. Dealside will have no liability or obligation under this Section with respect to any Claim if such Claim is caused in whole or in part by
(a) any use of the Services in non-conformity with the documentation or in violation of this Agreement;
(b) modification of the Services by anyone other than Dealside;
(c) the combination, operation or use of the Services or any part thereof with other hardware or software if the Services or use thereof would not infringe without such combination;
(d) any use of Trial Services;
or (e) Customer’s breach of this Agreement.
9.4. Indemnification by Customer. Customer will indemnify and hold Dealside and its Affiliates harmless from any Losses arising out of a Claim related to Customer Content. Customer will, at its sole expense, defend Dealside against such Claim and pay any Losses in connection therewith. Customer will have no liability or obligation under this Section with respect to any Claim if such Claim is caused in whole or in part by Dealside’s breach of this Agreement.
9.5. Indemnification Conditions and Procedures. The obligations of the indemnifying Party in this Section 9 are conditioned upon the indemnified Party (i) promptly notifying the indemnifying Party of the threat or notice of such claim (provided that a failure to provide such notice shall only relieve the indemnifying Party of its indemnity obligations if the indemnifying Party is materially prejudiced by such failure); (ii) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, the indemnifying Party may not settle or compromise any claim that results in liability or admission of any liability by the indemnified Party without prior written consent provided that such consent shall not be unreasonably conditioned, withheld or delayed); and (iii) cooperating with the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense and/or settlement in connection therewith.
9.6. Exclusive Remedy. The provisions of this Section state the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other party for any unaffiliated third party’s claim described in this Section.
Section 10. Limitation of Liability
10.1. Damages Waiver. To the maximum extent permitted by law, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party or its Affiliates be liable to the other Party or its Affiliates for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if that party is informed of the possibility of this type of damage in advance.
10.2. Liability Caps. Neither Party’s aggregate liability arising out of this Agreement will exceed the aggregate Fees paid by Customer to Dealside for the Subscription Term during which the event giving rise to the claim occurred. Notwithstanding the foregoing, any liability in connection with (i) a Party’s confidentiality obligations under Section 6, (ii) a Breach, or (iv) Prohibited Use will not exceed two times (2x) the aggregate Fees paid by Customer to Dealside for the Subscription Term during which the event giving rise to the claim occurred.
10.3. Exceptions. Notwithstanding Sections 10.1 and 10.2, nothing in this Agreement will limit or exclude either Party’s liability for fraud, intentional misconduct or any other matter for which liability cannot be excluded by law. Notwithstanding Sections 10.1 and 10.2, Dealside will have no liability of any type with respect to Trial Services unless such liability is not enforceable under applicable law, in which case Dealside’s liability with respect to the Trial services shall not exceed one thousand USD ($1 000). Customer shall be fully liable under this Agreement to Dealside and its Affiliates for any damages arising out of Customer’s use of the Trial Services.
10.5. No Personal Liability of Representatives. To the maximum extent permitted under applicable law, each Party agrees and accepts not to hold the advisers, agents, contractors, directors, employees, representatives, or subcontractors of the other Party personally liable for or in connection with the Agreement. Any liability claim for or in connection with the Agreement (including any extra-contractual liability claim) shall be brought by a Party exclusively against the other Party, and not against any of its advisers, agents, contractors, directors, employees, representatives, or subcontractors.
Section 11. Third Party Services
11.1. Third Party Services. Customer may enable integrations between the Services and third-party products, applications, and services (collectively, “Third Party Services”). Customer’s use of such Third Party Services will be subject to the privacy policies and terms and conditions of such third party providers.
Section 12. General Terms
12.1. Entire Agreement. This Agreement and any active Order Forms constitute the entire agreement, and supersedes all prior agreements and statements (whether in writing or not) between Dealside and Customer regarding the subject matter hereof. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form control. Dealside expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Dealside representative, regardless of what such terms may say.
12.2. Amendments. No modification or amendment of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties.
12.3. Assignment. Neither Party may assign any rights or obligations under this Agreement without the prior written consent of the other Party (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
12.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining terms of this Agreement will remain in full force and effect.
12.5. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.6. Commercial References. Dealside may use Customer’s name, logo and trademarks to identify Customer as a client of Dealside on Dealside’s website and in marketing materials provided directly to third parties in the ordinary course of business. Any other public use or reference to Customer requires Customer’s prior written consent. Customer may provide its brand guidelines (including any trademark, logo, or name usage guidelines) and, upon receipt, Dealside will use Customer’s brand elements in accordance with those guidelines.
12.7. Notices. All notices provided by Dealside to Customer under this Agreement will be delivered in writing by (a) registered letter to the contact mailing address provided by Customer on the Order Form, or, if no such address is provided, to Customer’s registered headquarters address, or (b) email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services account administrator designated by Customer. Customer must give notice to Dealside in writing by (a) registered letter to Frans Ackermanstraat 20, 9000 Ghent, Belgium, or (b) email to legal@dealside.com or privacy@dealside.com. All notices will be deemed to have been given upon confirmed delivery by registered letter or email.
12.8. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
12.9. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.10. Anti-corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.11. Export Compliance. The Services, Trial Services, other Dealside technology, and derivatives thereof may be subject to export control and economic sanctions laws in the European Union, the United Kingdom, the United States, and other jurisdictions. Dealside and Customer each represent that it is not listed on any applicable government restricted-party list. Customer will not permit any Authorized User to access or use the Services or Trial Services from a country or territory subject to territorial sanctions and will not use the Service or Trial Services in violation of applicable export controls and sanctions laws and regulations.
12.12. Force Majeure. Neither Party will be liable for, or be considered to be in breach of the Agreement on account of any delay or failure to perform as required by the Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control (“Force Majeure Event”), so long as the non-performing Party did not cause such Force Majeure Event by its own negligence or its failure to implement commercially reasonable business continuity measures. The Party affected by the Force Majeure Event will promptly notify the other Party in writing of the occurrence of the event
12.13. Governing Law, Jurisdiction, Venue. This Agreement is governed by and construed under the laws of Belgium (for Agreements with Dealside BV). The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Ghent, division Ghent, Belgium (for Agreements with Dealside BV). Parties will first try to settle any dispute between them amicably in good-faith negotiations prior to seeking enforcement from a court.
