Date of last revision: 15 July 2024
DISCLAIMER: Please read these Terms of Use carefully before using the Platform.
By clicking the “I agree” button, you acknowledge and agree that your use of the Platform is governed by these Terms of Use. If you do not agree to any provisions of these Terms of Use, you may not use the Platform in any manner.
General
These Terms of Use describe the terms and conditions pursuant to which authorized users (“Users”, “You” or “Yours”) can use the Platform(s) (as defined below).
This Terms of Use will govern this use exclusively. If the User would have its own general terms and conditions, those will not
be applicable, even if such general terms and conditions would contain a similar clause.
The Platform is operated and managed by Matteryx BV, a limited liability company (besloten vennootschap) established, organized and existing under Belgian law, with registered office at Kleemburg 1, 9050 B-Ghent (Belgium), and registered with the Crossroads Bank for Enterprises under the company number 1021.284.195 (hereinafter: “Matteryx BV” or “We”). If You have any questions about the Platform or these Terms of Use, please contact us hello@atomyx.io.
These Terms of Service and the SLA below (collectively, the "Terms") constitute a contract between You and Matteryx BV (referred to as "Us", "We", or "Our") and govern Your access to the Platform and Your use of the Services, along with Your Affiliates, Users, and End-Customers, as part of a Subscription during the Term.
By accessing or using the Services or Websites, or by authorizing or permitting any User or End-Customer to access or use the Services or Websites, You agree to be bound by these Terms. In the event of a conflict between these Terms of Service and other documents including other terms of use, these Terms of Service will prevail. If You are using Our Services on behalf of an organization, You are agreeing to these Terms on behalf of that organization, and "You" or "Your" will refer to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and should not access or use the Services or Websites.
In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties". You, as an individual, must be eighteen (18) years or older to access the Websites and to register for and use the Services.
Definitions
When used in these Terms with initial letters capitalized, the following terms have the meanings outlined below, in addition to any terms defined elsewhere in these Terms:
Account: refers to any accounts or instances created by You on Your behalf for accessing and using the Platform by following the registration process on the Platform. You may have multiple Subscriptions, each subject to distinct and separate Plans. For clarity, "Account" includes (i) Your trial account if a live account has not been activated, or (ii) both Your trial account and live account if the live account has been activated.
Customer: the customer of Matteryx BV by using the Platform;
Personal Data: any information relating to an identified or identifiable natural person, and more specifically the information as mentioned in the Privacy Policy;
Confidential Information: any information disclosed by the Disclosing Party to the Receiving Party whether orally, in writing or in electronic or other form, or otherwise obtained by the Receiving Party through observation or investigation of the Disclosing Party’s activities. Whether or not the Confidential Information is marked or identified, it contains all information that may reasonably be considered confidential, including, but not limited to, pricing, terms and conditions, attachments, appendices, and all information related to the Platform associated with this Agreement. Confidential Information of Matteryx BV will be deemed to include the Platform and all general tools, programs, algorithms and benchmarks built or developed by Matteryx BV based on data collected from the Customer (irrespective of whether such data is Customer Data or Customer Confidential Information). Customer Confidential Information will be deemed to include Customer Data;
Platform: the Atomyx Platform operated by Matteryx BV;
SaaS Agreement: the agreement concluded between Matteryx BV and the Customer;
Services: the Matteryx BV services offered to the Customer and/ or the Users, as the case may be;
Third Parties: any natural or legal person or entity other than Matteryx BV;
User: Individuals or entities authorized by You as users within an Account to use the Services via designated login credentials.
Applicable Data Protection Law: All laws and regulations applicable to the processing of Personal Data under these Terms, including but not limited to, laws and regulations of the United States, European Union, European Economic Area, their member states, Switzerland, and the United Kingdom. This includes the California Consumer Privacy Act (“CCPA”), the General Data Protection Regulation (GDPR), and any applicable national laws made under it where You are established in the European Economic Area, as well as the Swiss Federal Act on Data Protection (as amended or superseded) if You are established in Switzerland.
Confidential Information: All information disclosed by one Party to the other that is in tangible form and labeled “confidential” (or similarly) or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes information disclosed to a disclosing Party by third parties. Confidential Information does not include information that (a) was publicly known and generally available in the public domain prior to disclosure, (b) becomes publicly known and generally available after disclosure through no action or inaction of the receiving Party, (c) is already in the possession of the receiving Party at the time of disclosure, (d) is obtained from a third party without breach of confidentiality obligations, or (e) is independently developed by the receiving Party without reference to the Confidential Information.
Controller, Processor, Processing: Terms defined under Applicable Data Protection Law.
Data Processing Addendum: The data processing addendum available here, updated periodically and incorporated into these Terms by reference, or a separate addendum executed by the Parties regarding the processing of Personal Data as part of Your Service Data.
Pricing Agreement: A pricing agreement or order form referencing these Terms, executed or approved by You and Us regarding Your Subscription, detailing the Plan applicable to the Subscription, associated Subscription Fees, and other Subscription details, also referred to as Licensing Schedule;
Privacy Notice: Our privacy notice available here, updated periodically and incorporated into these Terms by reference.
Plan: The pricing plan chosen by You in connection with a Subscription for associated functionality and services.
Services: Our cloud-based billing platform and related products and services that You subscribe to, including any new services or features introduced as a Service, updates to the Services, and collectively, any software, APIs, and Documentation.
Service Data: All electronic data, information, text, messages, or other materials, including Personal Data of End-Customers and Users, submitted to the Services through an Account in connection with Your access and use of the Services.
Subscription: Your subscription to the Services through a Plan of Your choice for access and use of an Account. You may have multiple Subscriptions for various Services offered by Us, each subject to separate and distinct Plans.
Subscription Fee: The fee payable by You to Us for access to the Services under these Terms and any relevant Pricing Agreement(s).
User: Individuals or entities authorized by You as users within an Account to use the Services via designated login credentials.
Websites: The websites operated by Us.
Deliverables: deliverables developed by Matteryx BV in the scope of the Onboarding Services or Professional Services;
Disclosing Party: the Party disclosing Confidential Information under this Agreement;
Documentation: the user documentation associated with the Platform to facilitate the use of the Platform, provided to User by Matteryx BV in paper or electronic form ;
End User: any person designated by the Customer who is authorized to access and use the Software Service;
Fee(s): the fee paid by the Customer in consideration for (i) the use of the Platform, and (ii) the Onboarding Services and/or Professional Services as set forth in the applicable Licensing Schedule;
Intellectual Property Rights: all (a) rights now known or hereafter existing in relation to works of authorship, including copyrights, design rights and moral rights; (b) rights to trademarks or service marks; (c) rights to trade secrets, know-how; (d) patents, patent rights, and industrial property rights (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual property or similar rights (whether registered or unregistered) (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the foregoing items, in each case in any jurisdiction throughout the world;
Licensing Schedule: any quotation or other written agreement submitted by Matteryx BV to the Customer that incorporates or is deemed to incorporate the terms of this Agreement and that sets out the details of the Platform licence;
Onboarding Services: the professional services provided by Matteryx BV pursuant to a Licensing Schedule.
Professional Services: the professional services to be delivered by Matteryx BV, upon the Customer’s explicit written request, a Licensing Schedule or Work Order;
Receiving Party : the Party receiving Confidential Information pursuant to this Agreement;
Renewal Term: has the meaning set forth in Article 12.1of this Agreement;
SLA: means the Service Level Agreement attached hereto;
Subcontractors: means all subcontractors of the Customer;
Term: means each of the Initial Term and the Renewal Term, or both combined, as applicable;
Applicability
These Terms govern Your right to access the Platform and use the Services as part of a Subscription during the Term.
License
Subject to Your compliance with these Terms (including that of Your Users and End-Customers) and only during the Term, Matteryx BV grants You a restricted, personal, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to access and use the Platform, in accordance with (i) the Documentation, these Terms of Use and the SaaS-Agreement, if applicable; (ii) any additional instructions or policies issued by Matteryx BV, including, but not limited to, those posted within the Platform and (iii) any applicable legislation, rules or regulations (the “License”).
We grant You a revocable right to access and use the Services You have subscribed to for Your internal business purposes. You may use the Documentation solely in connection with Your use of the Services. Your Affiliates may be added as Users under Your Account.
Matteryx BV reserves the right, in its sole discretion, to make material or immaterial changes and/or updates to the functionality of the Platform from time to time without prior notice to the Customer. Matteryx BV will notify the Customer of material changes by email or by notice in the Platform. Such changes will become effective fifteen (15) calendar days after Matteryx BV notifies the Customer in writing.
Use of the Account: Use of the Platform
You are solely responsible for:
- Your (including Your Users' and End-Customers') access and use of the Services in compliance with these Terms;
- Maintaining the confidentiality of unique login information, credentials, and passwords associated with Your Account, and ensuring the privacy and security of Your Account;
- Providing Us with complete and accurate registration and Account information and keeping it current;
- Securing and being fully responsible for all activities that occur on Your Account.
- Notify Matteryx BV promptly of any unauthorized access or use of Your Account, login information, credentials, passwords, or any unauthorized activity in Your Account;
- Determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.
The User explicitly acknowledges and agrees that any confirmation through the Platform, including for the avoidance of doubt any ‘Accepted for Print’ (‘Goed voor Druk’) confirmation, may be relied upon by Matteryx BV and may initiate subsequent steps in the printing process that potentially are irreversible or can only be rectified at additional cost.
For purposes of connection with the Platform, Matteryx BV will share with Customer certain API-keys. Customer recognises that such API-keys are highly sensitive information, which qualify as Confidential Information for purposes of this Agreement, it being understood that Customer undertakes to hold such API-keys in the strictest confidence in accordance with these Terms, during the Term and for a period of thirty (30) years thereafter.
Within the limits of the applicable law, You are not permitted to (i) adapt, alter, translate or modify in any manner the Platform; (ii) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organisation) of the Platform, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (iii) gain unauthorized access to accounts of other Users; (iv) use the Platform or Your Account to conduct or promote any illegal activities; (v) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform (including without limitation robots, spiders or scripts); (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform; (vi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use your Account for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vi) remove or in any manner circumvent any technical or other protective measures on the Platform.
Price and Payment Conditions
Unless otherwise agreed between Parties, the Fees for the Services set out in the Licensing Schedule and the Work Order are net fees exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions. If the Customer is legally obliged to withhold aforementioned sums from his payment to Matteryx BV, he will pay Matteryx BV, in addition to the price, sufficient funds to cover the payment by Matteryx BV of such sums that are excluded under this Article.
Certain services on The Platform may be volume-based in which case at the end of each invoicing period, the volume included in the License Schedule will be set-off against the actual Volume used by the Customer. The difference, or Overage will be invoiced according to the pricing set forth in the License Schedule at the beginning of the invoicing period succeeding the period the overage was consumed.
Matteryx BV reserves the right to adapt the fees. Matteryx BV will notify the Customer by email one month in advance of the price changes. If the Customer does not object to the price changes before the end of the month, such price changes will become accepted and valid in the following month. In case the Customer does not agree with the price changes, the Customer may terminate the Agreement with Matteryx BV.
Any complaint about invoiced amounts must be lodged with Matteryx BV by registered letter within eight (8) days after receipt of the invoice. If the Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.
During the Term the Customer agrees to pay the Fees set forth in the Licensing Schedule. These Fees must be paid in advance and the Platform will only become available upon payment. Unless otherwise agreed between Parties in the Licensing Schedule or in a separate Work Order, all invoices for charges under this Agreement will be due and payable within thirty (30) calendar days of the invoice date., unless otherwise provided in the Licensing Schedule. At the time of payment of the first invoice by the Customer under this Agreement, Matteryx BV grants access to the Platform.
All payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of any applicable taxes, levies or duties, and the Customer is solely responsible for the payment of all such amounts. All amounts are payable in Euro. The applicable currency is indicated on the Licensing Schedule. All amounts not paid by the Customer by the due date stated on the invoice will, automatically and without any necessity for preliminary notice, accrue interest, in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, as of the due date, as well as a lump sum indemnity equal to fifteen percent (15%) of the invoiced amount, subject to a minimum charge of hundred-twenty-five Euros (125 EUR), in order to cover the damages suffered as well as any legal costs. Moreover, Matteryx BV reserves its right to suspend further delivery of services and Deliverables. The Customer is not entitled to settle or suspend any payment.
Support - Maintenance - Services
Matteryx BV will during the Term provide support and maintenance services relating to the Platform as provided for in the SLA.
Subject to the payment of the Fees, Matteryx BV will provide to the Customer the Onboarding Services set out in the applicable Licensing Schedule. The Customer may order additional specific Onboarding Services from Matteryx BV through the conclusion of a Work Order.
Matteryx BV will perform the Services in a professional manner and will use reasonable skill and care in performing the Services. Matteryx BV will provide reasonable efforts to deliver the Services in accordance with any delivery dates set out in the applicable Work Order. However, any timeframe for performance specified in a Work Order will be indicative target dates only, unless expressly stipulated in the relevant Work Order to be binding milestones. Under no circumstances will a delay give the Customer the right to claim any damages or the dissolution of the Agreement.
The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement or a Work Order or should any assumptions specified in a Work Order prove incorrect, the timeline and fees as specified in the relevant Work Order may be adversely impacted.
Intellectual Property Rights
Matteryx BV will at all times retain all Intellectual Property Rights in and to the Platform and Services. No license is granted to You except for the use of the Platform as expressly provided in these Terms of Use.
All information, data, texts and images uploaded on the Platform or your Account, including, to the extent applicable Personal Data (“User Data”) remains the exclusive property of the User. You grant Matteryx BV a non-exclusive, assignable, irrevocable, royalty-free, worldwide, sublicensable and transferable license to use, process, copy, reproduce, exploit, store, modify, transmit, display and create derivative works from such User Data, for the purposes of and in accordance with the conditions of the Terms of Use, the Privacy Policy, and the SaaS Agreement (if applicable).
Matteryx BV reserves the right, but is not obliged, without the approval or permission of the User and at any time, to review and remove any User Data which is deemed to be in violation with the provisions of the Terms of Use, Privacy Policy, any rights of Third Parties or any applicable legislation or regulation.
Under no circumstances will Matteryx BV sell or transfer Customer Data to third parties for marketing or advertising purposes.
Suspension for breach
If Matteryx BV becomes aware or suspects, in its sole discretion, any violation by You of these Terms of Use, or any other instructions, guidelines or policies issued by Matteryx BV, then Matteryx BV may suspend or limit Your access to Your Account. The duration of any suspension by Matteryx BV will be until You have cured the breach which caused such suspension or limitation.
Liability
To the extent legally permitted under applicable law, Matteryx BV shall not be liable to the User or any Third Party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the use of the Platform or Your Account under these Terms of Use, including but not limited to the use, misuse, or inability to use the Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Matteryx BV has been notified of the likelihood of such damages.
In the event that liability is imposed on Matteryx BV, the liability shall not exceed (i) with regard to the Customer the liabilities as provided for in the SaaS Agreement, and (ii) with regard to a User, the higher amount of (i) the fees paid by the User to Matteryx BV during the annual period during which the event that gives rise to the liability arose, if applicable; or (ii) EUR 500. Nothing in these Terms of Use shall limit or exclude Matteryx BV’ liability for (i) wilful misconduct, or (ii) fraud.
Even though Matteryx BV shall reasonably take all technical measures necessary to ensure the good functioning of the Platform, Matteryx BV may not be held liable in the event that any loss, deletion or corruption of User Data would occur. If applicable, any limitations of liability as stipulated in a SaaS Agreement shall have precedence over the stipulation as set out in these Terms of Use.
Warranties and disclaimers
Matteryx BV does not make any, whether explicit or implicit, warranties regarding the availability of the Platform.
Matteryx BV makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Platform, the Services and your Account or any other products or services provided to the User by Matteryx BV. Matteryx BV does not warrant that all errors can be corrected, or that access to or operation of the Platform or Your Account shall be uninterrupted, secure, or error-free.
The User represents and warrants to Matteryx BV that it is the owner of the User Data, and that any User Data provided by the User is accurate and truthful and that the User Data shall not (i) infringe any intellectual property rights of Third Parties, (ii) be deceptive, defamatory, or unlawful; (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Matteryx BV’s system or data; or (iv) otherwise violate the rights of a Third Party. The User acknowledges and agrees that Matteryx BV is not obligated to back up any information stored on Your Account. You agree that any use of the Platform, the Services or Your Account contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Platform, the Services or Your Account for which Matteryx BV cannot be held liable.
Indemnification
You hereby agree to indemnify and hold harmless Matteryx BV from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any Third Party with respect to (i) any breach or violation by You of any provisions of these Terms of Use or any other instructions or policies issued by Matteryx BV; (ii) any information stored on Your Account violating any Intellectual Property Rights of a Third Party and (iii) fraud, intentional misconduct, or gross negligence committed by You.
Third Parties
In the event the Platform uses services of Third Parties , the terms of service and/or privacy policies of those Third Parties may apply. You shall be notified if and when such Third Party terms of services and/or privacy policies are applicable. By accessing such Third Party service, You agree to comply with the applicable terms, and You acknowledge that You are the sole party to such terms. Matteryx BV cannot be held liable in any way with regard to the content of such Third Parties’ terms or privacy policy, nor for the compliance thereof.
Privacy statement
Matteryx BV recognizes and understands the importance of Your privacy and wants to respect Your desire to store and access Personal Data in a private and secure environment. Matteryx BV shall collect and process all Personal Data in accordance with its Privacy Policy, which can be found on the Platform and here: [ADD LINK].
Matteryx BV may, in accordance with its Privacy Policy, share Your Personal Data, as provided by You or collected by Us, with the Customers for the purpose of providing the Customers the Services.
Changes to the Platform
Matteryx BV reserves the right at any time, and from time to time, with or without cause to (i) unilaterally amend these Terms of Use; (ii) change the Platform , including eliminating or discontinuing, temporarily or permanently any service or other feature of the Platform without any liability against the Users or any Third Parties; and (iii) deny or terminate, in part, temporarily or permanently, Your use of and/or access to your Account as set forth herein.
Any such amendments or changes made will be effective immediately upon us making such changes available on the Platform or otherwise providing notice thereof. You agree that your continued use of the Platform or your Account after such changes constitutes your acceptance of such changes.
Governing law and jurisdiction
These Terms of Use shall be construed in accordance with its provisions, without any strict interpretation in favour of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with these Terms of Use or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, shall be subject to the exclusive jurisdiction of the courts of Ghent.
