Terms of use

EN — This is a translation provided for convenience. The French version of this document is the binding version: in the event of any discrepancy in interpretation, the French text prevails, save where mandatory law in the Client's country of establishment requires otherwise. The French version is available at https://odres.io/cgu.

Reading notice. These Terms of Use govern the relationship between Odres and Users, that is to say the natural persons who connect to the Solution by means of personal credentials. They do not govern the commercial relationship between Odres and the Client, the undertaking which subscribes to and pays for the Subscription: that relationship is governed by the General Subscription Terms and by the Order Form.

Contents

Definitions (1) · Purpose and scope (2) · Acceptance and enforceability (3) · Description of the Solution and its modules (4) · Conditions of access and account creation (5) · Role of the Client and of the Administrator (6) · Credentials and security (7) · User obligations and prohibited conduct (8) · Content and data entered by the User (9) · Availability, maintenance and changes (10) · Suspension and closure of an access (11) · Intellectual property and licence (12) · Personal data (13) · Artificial intelligence features (14) · Mobile applications and application stores (15) · Links, third-party services and integrations (16) · Liability (17) · Force majeure (18) · Amendment of the Terms of Use (19) · Term and termination (20) · General provisions (21) · Governing law and jurisdiction (22) · Contact (23) .

1. Definitions

The terms set out below, when used with an initial capital letter, shall have the following meaning, in the singular as in the plural.

1.1. "Odres": ODRES GROUP SRL, publisher and supplier of the Solution.

1.2. "Client": any undertaking, within the meaning of Article I.1, 1° of the Belgian Code of Economic Law, which takes out a Subscription. The Contract is concluded exclusively between professionals (B2B); the Solution is not intended for consumers.

1.3. "User": any natural person authorised by the Client to access the Solution by means of personal credentials (company officer, manager, supervisor, employee, accountant, service provider).

1.4. "Solution": the Odres.io software platform, accessible on a SaaS basis, including its interfaces, modules, API, mobile applications, documentation and updates.

1.5. "Subscription": the temporary, personal, non-exclusive and non-transferable right of access to the Solution, taken out for one or more Establishments and for a determined Subscription Period.

1.6. "Establishment": each point of sale, operating unit or distinct physical site of the Client covered by the Subscription. The Establishment does not constitute the billing unit: the number of Establishments covered is one of the two Tier Criteria within the meaning of Article 6.4 of the General Subscription Terms, alongside the Pack subscribed to and the Optional Modules activated. The financial conditions fall exclusively within the scope of the General Subscription Terms and of the Order Form, from which these Terms of Use do not derogate.

1.6 bis. "Metered Services" and "Active User". The Metered Services are the five (5) counters whose consumption is measured by Odres and is coupled with an Included Allowance and a price under the Unit Rate Card, namely Active Users, AI Credits, Processed Accounting Documents, Connected POS and Storage. The Active User thus constitutes a Metered Services counter and not a Tier Criterion: the opening of an access beyond the Included Allowance triggers no change of Tier and gives rise to unit billing under the Unit Rate Card, on the terms of Article 21 bis of the General Subscription Terms. AI Credits are an exception to Overage billing: they are topped up at the Client's initiative, the artificial intelligence processing service being simply suspended once the balance is exhausted. The connection of bank accounts is not a Metered Service: it is subject to no counter. These notions shall be understood within the meaning of Article 1.2 bis of the General Subscription Terms, from which these Terms of Use do not derogate.

1.6 ter. "Foundation": the functional set present in all Packs without exception, comprising the Communication module, the employee records, the time clock by PIN code and photograph, and the time-clocking report, within the meaning of Article 1.2 bis of the General Subscription Terms.

1.7. "Client Data": all data, content and files entered into the Solution by the Client or its Users, or generated on their behalf, including the Personal Data for which the Client is the Controller.

1.8. "Aggregated Data": anonymised statistical data irreversibly dissociated from any person and from any Client, derived from the use of the Solution.

1.9. "Contract": the set of documents referred to in Article 2.3 hereof.

1.10. "Subscription Period": the initial term subscribed to, as set out in the Order Form, and each renewal thereof.

1.11. "Party(ies)": Odres and/or the Client.

1.12. "GDPR": Regulation (EU) 2016/679.

1.13. "Personal Data", "Processing", "Controller", "Processor", "Personal Data Breach": within the meaning of Article 4 of the GDPR.

1.14. "Business Day": Monday to Friday, excluding Belgian statutory public holidays.

1.15. "Force Majeure": within the meaning of Article 5.226 of the Belgian Civil Code (Book 5).

1.16. "Administrator": the User designated by the Client and holding, within the Solution, the rights to create, amend, suspend and delete User accounts as well as to assign roles and permissions.

1.17. "Account": the personal space opened in the name of a User, protected by Credentials, allowing access to the Solution according to the roles and permissions assigned.

1.18. "Credentials": all authentication elements allowing access to the Account, including in particular login identifier, password, one-time code, access key, API token or additional authentication factor.

1.19. "User Content": any element entered, uploaded, keyed in, transmitted or generated in the Solution by a User. User Content constitutes a component of the Client Data.

1.20. "AUP": Odres' Acceptable Use Policy, a contractual annex enforceable against Users and against the Client.

2. Purpose and scope

2.1. Purpose. The purpose of these Terms of Use is to define the conditions under which a User accesses and uses the Solution, as well as the reciprocal rights and obligations of Odres and of the User in that respect.

2.2. Scope. The Terms of Use shall apply to any access to and any use of the Solution, through whatever channel: web interface, mobile applications, application programming interfaces (API), connected modules and test or demonstration environments made available by Odres.

2.3. Contractual hierarchy. The Terms of Use form part of a contractual set whose order of priority, in descending order, in the event of contradiction, is as follows:

1. Order Form (financial conditions and scope subscribed to) — DOC 07;
2. Pre-Seed Special Conditions, where applicable — DOC 08;
3. Data Processing Agreement (DPA) — DOC 10;
4. Service Level Agreement (SLA) — DOC 11;
5. General Subscription Terms — DOC 06;
6. General Terms of Use — this document;
7. Acceptable Use Policy (AUP) — DOC 12.

2.4. Distinction between relationships. The Terms of Use and the AUP govern the relationship with Users. The General Subscription Terms govern the relationship with the Client. The Client shall remain responsible, as regards Odres, for the Users to whom it opens accesses and for their compliance with these Terms of Use and with the AUP.

2.5. Absence of a direct commercial relationship. Save where the User is also the Client, these Terms of Use create no commercial, financial or supply relationship between Odres and the User. The User holds no right of its own to the maintenance of its access, which depends on the Subscription taken out by the Client and on the latter's decisions.

2.6. Professional character. The Solution is a professional tool. It is not intended for consumers within the meaning of Article I.1, 2° of the Code of Economic Law. The User accesses the Solution in the course of its professional activity or of the duties it performs on behalf of the Client.

2.7. International scope. These Terms of Use shall apply subject to the mandatory provisions of the Client's country of establishment or of the User's country of habitual residence where those provisions afford greater protection and cannot be set aside by contract.

3. Acceptance and enforceability of the Terms of Use

3.1. Active acceptance. Access to the Solution is subject to the prior, express and active acceptance of these Terms of Use by the User. Such acceptance shall be given upon first connection to the Account, by a distinct and non-pre-ticked positive action, consisting in ticking the box "I have read and I accept the General Terms of Use and the Acceptable Use Policy" and then confirming.

3.2. Prior and effective availability. Prior to acceptance, the User shall have full, legible, downloadable and printable access to the text of the Terms of Use and of the AUP. No acceptance may take place before that text has been made accessible.

3.3. Absence of an irrebuttable presumption. In accordance with Article VI.91/4, 4° of the Code of Economic Law, no irrebuttable presumption of knowledge or of acceptance of these Terms of Use is established. Mere access to the Solution, the mere opening of an Account by the Administrator or the mere receipt of an electronic mail shall not constitute acceptance. The User retains the right to dispute having been placed in a position to acquaint itself with the Terms of Use; it shall be for Odres to establish effective availability and active acceptance.

3.4. Evidence and time-stamping. For each acceptance, Odres shall record the version of the Terms of Use and of the AUP accepted, the Account identifier, the date and time of acceptance as well as the connection IP address. Those elements constitute, between the Parties, an admissible means of evidence in accordance with Articles 8.1 et seq. of the Belgian Civil Code and with Regulation (EU) No 910/2014 (eIDAS). The User may obtain disclosure of the elements concerning it upon simple written request addressed to contact@odres.io.

3.5. Retention and permanent accessibility. The Terms of Use accepted shall be retained by Odres throughout the period during which the Account remains open and for ten (10) years after its closure, a period aligned with the limitation period for personal actions under Article 2262bis of the Civil Code. The version in force is permanently accessible within the Solution as well as on the website https://odres.io, section "General Terms of Use".

3.6. Refusal. A User who refuses the Terms of Use may not access the Solution. Such refusal shall have no effect on the employment relationship or on any contractual relationship between the User and the Client, which is a matter outside Odres. Odres invites the Client to provide, where applicable, for alternative arrangements for the performance of the tasks concerned.

3.7. Minor User. Access to the Solution is reserved to natural persons aged at least sixteen (16) years. Where the applicable employment law permits the employment of minors, it shall be for the Client to obtain, prior to the opening of an Account, the required authorisations and to satisfy itself as to the validity of the commitments entered into by the minor User.

4. Description of the Solution and its modules

4.1. Nature of the Solution. Odres.io is a 360° management software provided on a SaaS basis, intended for the HORECA sector (restaurants, hotels, cafés), accessible online without local installation, marketed by subscription and billed on a Flat Fee basis, according to the Tier subscribed to under the Price Schedule, increased by a variable component corresponding to the Metered Services consumed beyond the Included Allowances, on the terms of the General Subscription Terms.

4.2. Modules. The Solution comprises, according to the scope subscribed to by the Client, the following seven (7) modules:

1. Finance — accounting, invoice binder, retrieval of point-of-sale data via application programming interface (API), value added tax report;
2. HR & Operations — scheduling, leave, work rules, disciplinary procedure, HR alerts, well-being at work;
3. Training — learning paths, quizzes, library, badges;
4. Stock & Supply — stock tablet, stock movements, goods receipt, recipes, food cost;
5. Quality & HACCP — AFSCA inspection, temperature records, use-by dates, checklists, traceability;
6. Communication — announcements, notifications, control centre;
7. Marketing — review wheel, Google reviews, loyalty programme.

4.2 bis. The Foundation. The Communication module, the employee records, the time clock by PIN code and photograph (selfie) and the time-clocking report constitute the Foundation. The Foundation is included in all Packs without exception, including the Pack OdClock, which is therefore not limited to time-clocking alone.

4.2 ter. Dedicated views. The Solution offers four dedicated views, which do not constitute separate software but specialised interfaces of one and the same Solution, giving access to the same data according to the roles and permissions assigned. They are subject to no pricing of their own.

4.2 quater. Odres is not a cash register system. The Solution does not constitute a cash register system and carries out no payment collection operation. The point-of-sale data — turnover, receipts, average basket — are retrieved from the Client's cash register system via application programming interface (API), for the sole purposes of real-time display and consolidation within the Solution. The Client shall remain solely responsible for the choice, configuration, regulatory compliance and proper functioning of its cash register system, as well as for the accuracy of the data originating therefrom. Odres shall not be answerable for the accuracy, the completeness or the continuity of that data feed, subject to its own fault in the implementation of the integration falling within its contractual scope.

4.2 quinquies. The six applications of the platform. The Solution is made available by means of the following six (6) applications, which constitute the access points of one and the same platform, operate on the same data according to the roles and permissions assigned and are subject to no pricing of their own:

In the OdLabels application, the User identifies itself by means of its PIN code, selects a product and prints the label; the application exchanges data with the platform through a dedicated application programming interface and retains on the device only the connection token. These Terms of Use, and in particular Article 15, shall apply to that application.

The Solution further comprises modules intended for the Client's consumers — loyalty programme, wheel and online reviews — for which the Client is the Controller on the terms of Article 13.1 and whose use is governed by the AUP.

4.3. Scope effectively accessible. The scope of the modules, of the Establishments and of the number of accesses effectively opened is determined by the Order Form subscribed to by the Client. No commercial description, demonstration, screenshot or roadmap published by Odres shall constitute an undertaking to include a given feature within the scope subscribed to.

4.4. Roles and permissions. Each User's access to the modules and to the data is determined by the role and the permissions assigned to it by the Administrator. Odres does not intervene in the assignment of roles, save upon the Client's written request within the framework of support.

4.5. Technical prerequisites. Access to the Solution requires compatible equipment, a browser in a supported version and a functioning Internet connection. The detailed technical prerequisites are set out in the Documentation, permanently accessible from the Account and on the website https://odres.io, section "Technical prerequisites". The supply, cost and proper functioning of those elements shall be the responsibility of the User or of the Client. Odres shall not be answerable for malfunctions attributable to any equipment, network or third-party software outside its control.

4.6. Leased Equipment. Where the Client has taken out the lease of equipment from Odres, in particular a use-by date label printer, such equipment shall remain the property of Odres and its use shall be governed by Article 21 quater and Annex 3 of the General Subscription Terms. The User shall take care of it, use it in accordance with its intended purpose and report any breakdown to its Administrator without delay. Consumables are not included in the lease.

4.7. A tool and not advice. The Solution is a management tool. It constitutes neither legal, employment-law, tax or accounting advice, nor any guarantee of regulatory compliance. It shall be for the Client and, within the limits of its duties, for the User, to verify the compliance of the processing operations carried out by means of the Solution, in particular having regard to the applicable work rules, to the sectoral collective agreements (including joint committee 302 for the Belgian hotel industry) and to reporting obligations such as Dimona and Checkin@Work. Odres supplies only a tool and assumes no obligation of result as regards the Client's employment-law, tax or accounting compliance.

5. Conditions of access and account creation

5.1. Origin of access. Access to the Solution shall be opened exclusively at the Client's initiative, through its Administrator. No User may of its own accord create an Account giving access to a Client's environment.

5.2. Account information. The opening of an Account requires the provision of accurate, complete and up-to-date information, in particular the surname, first name, a valid personal electronic mail address and the User's function. The User shall inform the Administrator of any change to that information without undue delay.

5.3. Personal character. Each Account is strictly personal and attached to an identified natural person. Generic, shared, collective or functional accounts are prohibited, save with Odres' prior written agreement for a determined technical use (service account, connector, integration), which shall give access to no ordinary user interface.

5.4. Activation. Activation of the Account shall be carried out by means of a time-limited invitation link sent to the electronic mail address provided. That link is personal and may not be transferred.

5.5. Verification. Odres may implement reasonable measures to verify the User's identity or electronic mail address, in particular upon activation, in the event of connection from an unusual environment or in the event of suspected fraudulent use.

5.6. Absence of acquired right. The opening of an Account confers on the User no acquired right to the maintenance of access. The Account shall follow the fate of the Client's Subscription and of the Administrator's decisions.

6. Role of the Client and of the Administrator

6.1. Control of accesses. The Client, through its Administrator or Administrators, shall have exclusive control over the creation, amendment, suspension and deletion of Accounts as well as over the assignment of roles and permissions. Odres exercises no control over those decisions and has no need to know the reasons for them.

6.2. Client's obligations. The Client warrants:

1. that each User to whom it opens an access is duly authorised and informed;
2. that the roles and permissions assigned comply with the principle of minimisation and with the need-to-know principle;
3. that it revokes without undue delay the accesses of Users leaving its workforce, changing function or no longer required to hold an access;
4. that it brings to the Users' attention these Terms of Use, the AUP and, where applicable, its own internal security and use policies;
5. that it complies, in respect of the Users who are its workers, with the obligations of information, consultation and social dialogue arising from the applicable employment law, in particular where the Solution comprises time-clocking, geolocation or activity-monitoring features.

6.3. Client's liability for Users' acts. The Client shall be answerable, as regards Odres, for the acts and omissions of the Users to whom it has opened an access, as for its own.

6.4. Requests addressed to Odres. Odres shall act upon requests relating to Accounts, access rights and Client Data only where they emanate from a duly identified Administrator or from an authorised contact designated by the Client. Odres may refuse to carry out a request from a User which would exceed the rights assigned to it by the Client, and shall then invite the User to address itself to its Administrator.

6.5. Dispute between User and Client. Odres is not a party to disputes liable to arise between the Client and a User. In the event of contradictory instructions, Odres shall follow those of the Administrator, save where a mandatory statutory provision or a decision of a competent authority precludes this.

7. Credentials and security

7.1. Confidentiality. The Credentials are strictly personal and confidential. The User shall keep them secret, shall not record them in clear on any medium accessible to third parties and shall not store them in a browser or an application shared with third parties.

7.2. Prohibition on sharing. The User is prohibited from disclosing its Credentials to anyone, including to a colleague, a line manager, a service provider or a member of Odres' personnel. No member of Odres' staff is authorised to ask for a User's password; any such solicitation must be reported immediately to support@odres.io.

7.2 bis. Banking credentials. Odres shall at no time request, collect, store or transmit the banking access credentials of the Client or of the User. No Odres interface, form or support channel has as its purpose the collection of such data. Any such solicitation must be reported immediately to support@odres.io.

7.3. Prohibition on Account sharing. The use of an Account by a person other than its holder is prohibited, as is the simultaneous or alternating use of the same Account by several persons. An access must be opened for each natural person.

7.4. Password quality and strong authentication. The User shall choose a robust password distinct from those used for other services. Where the Solution offers or imposes multi-factor authentication, the User shall activate it and keep it active. Odres may impose minimum requirements as to complexity, renewal and lock-out after repeated failures, on reasonable and proportionate terms.

7.5. Equipment security. The User shall ensure the security of the equipment from which it accesses the Solution: session locking, security updates, protection against malicious software, absence of unauthorised access. Access from public or shared equipment is discouraged and requires explicit log-out at the end of the session.

7.6. Notification of compromise. The User shall notify, without delay and at the latest within twenty-four (24) hours of their discovery, to its Administrator and to Odres at the address support@odres.io, any loss, theft, disclosure or suspected compromise of its Credentials, as well as any unauthorised access or any security anomaly observed. That notification shall include, in so far as possible, the date and time of the events, the nature of the incident and the Accounts concerned.

7.7. Protective measures. In the event of reasonable suspicion of compromise, Odres may invalidate the Credentials concerned, terminate active sessions, impose a password reset or temporarily suspend the Account. Those measures shall be proportionate, limited to what is necessary, and the Administrator shall be informed thereof without undue delay, with a statement of the reasons.

7.8. Attributability and limit. Actions carried out by means of a User's Credentials shall be deemed to have been performed by that User. That presumption is rebuttable: it yields to evidence to the contrary, in particular in the event of a compromise notified in accordance with Article 7.6, of a security failure attributable to Odres or of the fault of a third party. No provision of this Article has as its purpose or effect to cause the User to bear the consequences of a failure by Odres to comply with its own security obligations.

7.9. Logging. Odres logs connection events and significant actions for security, traceability and evidential purposes. The retention periods and the purposes of those logs are set out in the Privacy Policy and in the Data Processing Agreement (DPA).

8. User obligations and prohibited conduct

8.1. General obligation. The User shall use the Solution in a fair manner, in compliance with its professional purpose, with these Terms of Use, with the AUP, with the documentation, with Odres' reasonable instructions and with applicable legislation.

8.2. Reference to the Acceptable Use Policy. The detailed list of prohibited uses, of reasonable-use limits, of technical quotas, of security obligations, of the abuse-reporting procedure and of the graduated measures is set out in the Acceptable Use Policy. That document forms an integral part of these Terms of Use and is permanently accessible within the Solution as well as on the website https://odres.io, section "Acceptable Use Policy". Its acceptance is obtained on the same terms as those provided for in Article 3.

8.3. Essential prohibitions. Without prejudice to the AUP, the User is prohibited in particular from:

1. using the Solution for unlawful purposes or purposes contrary to public order;
2. infringing the rights of third parties, in particular intellectual property rights, privacy, image rights or reputation;
3. accessing or attempting to access data, accounts, environments or features for which it is not authorised;
4. circumventing or attempting to circumvent technical security, limitation, quota or access-control measures;
5. carrying out penetration tests, vulnerability scans, injections or denial-of-service attacks without Odres' prior written authorisation;
6. carrying out massive automated data extraction (scraping), save through the API made available and within the documented limits;
7. decompiling, disassembling or practising any form of reverse engineering on the Solution, save within the strict limits of the mandatory exceptions provided for in Articles XI.299 and XI.300 of the Code of Economic Law, following a prior written request addressed to Odres which has remained without a useful response;
8. reselling, hiring out, sub-licensing, making available to an unauthorised third party or operating the Solution on a service basis on behalf of a third party;
9. using the Solution for the purposes of competitive comparison, published benchmarking (benchmark) or the development of a competing product;
10. introducing into the Solution any malicious code, virus, Trojan horse or any element liable to impair its functioning;
11. generating an abnormal or disproportionate load on the infrastructure;
12. sending, by means of the CRM, loyalty or marketing modules, unsolicited communications in breach of Book VI of the Code of Economic Law, of the GDPR or of Directive 2002/58/EC;
13. misusing personnel-related data for purposes of disproportionate or undeclared surveillance of workers;
14. using the online review features to filter, withhold or redirect reviews according to the rating given, or to make the obtaining of a benefit, a prize, a discount or an entry into a competition conditional upon the publication of a review, on the terms of Article 3.8 bis of the AUP.

8.4. Reporting. The User shall report to Odres, at the address support@odres.io, any abusive use, any manifestly unlawful content and any anomaly of which it becomes aware.

8.5. Cooperation. The User shall cooperate in good faith with Odres and with its Administrator in the handling of security incidents and abuse reports, within the limits of its duties.

9. Content and data entered by the User

9.1. Ownership. User Content forms part of the Client Data. The Client shall retain full ownership thereof. Odres acquires no ownership right over the User Content.

9.2. Limited licence. The User and the Client grant Odres a non-exclusive, worldwide licence, limited to the term of the Contract and to the sole purposes of hosting, displaying, processing, backing up, transmitting and executing the features of the Solution, as well as to the support and security operations strictly necessary. No other exploitation is authorised.

9.3. User's warranties. The User warrants that it holds the rights and authorisations necessary to enter the User Content into the Solution, that such content infringes no third-party right and that it is neither unlawful, nor defamatory, nor discriminatory, nor contrary to public order.

9.4. Sensitive data. The User shall refrain from entering into the Solution personal data falling within Article 9 of the GDPR (special categories) or Article 10 of the GDPR (convictions and offences), outside the fields expressly provided for that purpose in the Solution and documented. It is in particular recalled that the mention of a medical reason for an absence constitutes data concerning health. The Client shall determine, in its capacity as Controller, the fields which may receive such data and the measures surrounding them.

9.5. Accuracy. The User shall ensure the accuracy, relevance and updating of the data it enters. Odres carries out no editorial control of the User Content and warrants neither its accuracy nor its lawfulness.

9.6. Absence of a general monitoring obligation. Odres exercises no general monitoring of the User Content. Odres may however, upon a report, upon an order of a competent authority or where manifestly unlawful content is established, take the measures provided for in Article 11 and in the AUP.

9.7. Backup and return. The arrangements for backing up, returning, porting and deleting the Client Data, including at the end of the Contract, are governed by the General Subscription Terms, the Service Level Agreement and the Data Processing Agreement. The User holds no autonomous right, in its personal capacity, to the return of the Client Data; it shall address its requests to its Administrator.

9.8. Aggregated Data. Odres may produce and exploit Aggregated Data, being statistical, anonymised data irreversibly dissociated from any person and from any Client, in particular for the purposes of improving the Solution, measuring performance and producing sectoral indicators. Such data allow the identification neither of a User, nor of a Client, nor of an Establishment.

10. Availability, maintenance and changes

10.1. Accessibility. Odres shall implement reasonable means to ensure the accessibility of the Solution twenty-four (24) hours a day, seven (7) days a week. The quantified availability commitments, the maintenance windows and any compensation are defined in the Service Level Agreement (SLA), which is concluded with the Client. The User holds no right of its own under the SLA.

10.2. Planned maintenance. Odres may interrupt access to the Solution for planned maintenance operations. Save in cases of urgency, such operations shall be announced with reasonable prior notice, in accordance with the SLA, and shall preferably be carried out outside the most sensitive operating hours of the HORECA sector.

10.3. Corrective and emergency maintenance. Odres may intervene without prior notice in the event of a security incident, a risk of impairment of data integrity, a critical vulnerability or an order of a competent authority. Information shall then be provided as soon as possible.

10.4. Changes. The Solution evolves on a continuous basis. Odres may add, amend or improve features. Odres may also remove or replace a feature, provided that it:

1. demonstrates a valid reason (technical obsolescence, security, legal compliance, replacement by an equivalent or superior feature, discontinuation of a third-party component, established economic non-viability);
2. informs the Client thereof with prior notice of at least thirty (30) days, extended to three (3) months where the removal or replacement has a substantial and adverse impact on the scope subscribed to, save where security requirements or a legal obligation dictate otherwise;
3. does not substantially degrade the essential characteristics of the scope subscribed to;
4. where the removal substantially degrades those characteristics, grants the Client a right of termination free of charge and without indemnity on the terms provided for in the General Subscription Terms.

This clause is stipulated in compliance with Article VI.91/5, 2° of the Code of Economic Law.

10.5. Test environments. Features made available in beta, pilot, preview or experimental versions are identified as such. They are supplied as they stand, may be amended or withdrawn at any time and benefit from no service level commitment. Their use in a production environment shall be at the Client's responsibility, which shall assess the advisability thereof.

10.6. Absence of warranty of uninterrupted operation. Odres does not warrant that the Solution will operate without interruption or error. That exclusion shall not affect Odres' essential obligations or the quantified commitments of the SLA.

11. Suspension and closure of an access

11.1. Suspension at the Client's initiative. The Administrator may at any time suspend or close a User's Account. Odres shall carry out that instruction without having to assess the merits thereof.

11.2. Suspension at Odres' initiative. Odres may suspend a User's access in the event of:

1. a serious breach of these Terms of Use or of the AUP;
2. an established or seriously suspected risk to the security, integrity or availability of the Solution or of other persons' data;
3. compromise of the Credentials;
4. manifestly unlawful content entered by the User;
5. an order of a competent administrative or judicial authority.

11.3. Procedural safeguards. Any suspension at Odres' initiative shall comply with the following safeguards:

1. proportionality: the measure shall be limited, in its extent and duration, to what is strictly necessary; Odres shall give preference, where this suffices, to a less restrictive measure (warning, functional limitation, temporary restriction);
2. written statement of reasons: Odres shall notify to the Administrator and, where possible and lawful, to the User, the reasons for the measure and its foreseeable duration;
3. prior formal notice of default: save in cases of characterised urgency, imminent security risk, manifest unlawfulness or legal obligation, the suspension shall be preceded by a formal notice of default which has remained without effect for ten (10) Business Days;
4. adversarial process: the User and the Client may submit their observations to the address support@odres.io; Odres shall examine them and reply with a statement of reasons within a period of ten (10) Business Days;
5. lifting: the measure shall be lifted without undue delay as soon as its cause has disappeared;
6. absence of financial impact: the suspension of an individual access decided by Odres shall not suspend Odres' obligations towards the Client under the Subscription, save where the breach is attributable to the Client itself.

11.4. Closure. The definitive closure of an Account shall take place at the Administrator's initiative, upon the expiry or termination of the Client's Subscription, or in the event of a serious breach persisting after implementation of the graduated measures provided for by the AUP.

11.5. Effects of closure. Closure shall entail the immediate extinction of the User's right of access. The Client Data shall remain the property of the Client and shall be processed in accordance with the General Subscription Terms and the DPA. The obligations of confidentiality, intellectual property and liability shall survive closure.

11.6. Absence of waiver. The exercise or non-exercise of the rights provided for in this Article shall not constitute a waiver of any other right or remedy of Odres.

12. Intellectual property and licence of use

12.1. Odres' ownership. Odres shall retain all intellectual and industrial property rights in the Solution, including the source code and object code, the architectures, databases, algorithms, models, interfaces, graphic standards, trade marks, domain names, documentation, know-how and subsequent developments.

12.2. Licence granted to the User. Odres grants the User, for the duration of its access and within the limits of the scope subscribed to by the Client, a personal, non-exclusive, non-transferable, non-sub-licensable and revocable right of use, for the sole purposes of the professional use of the Solution in accordance with its intended purpose. No other right is granted, expressly or by implication.

12.3. Absence of transfer. The Contract entails no assignment of intellectual property rights for the benefit of the User or of the Client. Ownership, copyright and trade mark notices may not be removed or altered. The making available of Leased Equipment within the meaning of Article 4.6 entails no transfer of ownership.

12.4. Client Data. The Client shall retain all rights in the Client Data. Odres shall benefit only from the limited licence defined in Article 9.2 and from the right to exploit the anonymised Aggregated Data alone.

12.5. Feedback. The feedback, suggestions, improvement ideas, anomaly reports and functional proposals communicated by the User ("Feedback") are assigned to Odres free of charge, definitively and worldwide, for the entire statutory term of protection and for all modes of exploitation. The Feedback shall contain no confidential information of the Client and no personal data other than that necessary for the handling of the request. That assignment deprives the User of no right of use of the Solution and of no pre-existing right of its own in its independent creations.

12.6. Defence. The User shall inform Odres without undue delay of any infringement, counterfeiting, unlawful appropriation or third-party claim of which it becomes aware and which relates to the Solution. The initiative and the conduct of any action shall be a matter for Odres.

13. Personal data

13.1. Allocation of roles. As regards the Client Data — including data relating to the Client's workers, to its end customers and to its transactions — the Client is the Controller and Odres acts exclusively in the capacity of Processor, within the meaning of Articles 4 and 28 of the GDPR. Odres processes such data on the Client's documented instructions, on the terms defined by the Data Processing Agreement (DPA).

13.2. Odres' own processing. Odres acts in the capacity of Controller for its own processing operations, in particular the management of accounts and authentication, invoicing and the collection of sums due by the Client, support, security, fraud prevention, logging, usage statistics and improvement of the Solution. Those processing operations are described in the Privacy Policy, permanently accessible within the Solution as well as on the website https://odres.io, section "Privacy policy".

Clarification of use to the User. The collection of the subscription fees due by the Client to Odres is carried out by Stripe Payments Europe, Limited (Ireland, European Union), certain functions of the Stripe group being performed from the United States. That processing relates exclusively to the billing data of the Client and of its signing representative; it relates to no data concerning the Client's workers, end customers or suppliers. The payment method is entered and stored with Stripe only; Odres holds no card number and no IBAN.

13.3. Exercise of rights. The User shall exercise the rights it holds under Articles 15 to 22 of the GDPR:

1. with the Client, where the request relates to data processed by the Client by means of the Solution (HR data, schedules, time-clocking, activity);
2. with Odres, at the address contact@odres.io, where the request relates to the processing operations for which Odres is the Controller.

Where a request addressed to Odres falls within the Client's responsibility, Odres shall inform the User thereof and shall forward it to the Client without undue delay, without acting upon it itself.

13.4. Information on monitoring. Where the Client activates features liable to produce information relating to workers' individual activity (time-clocking, geolocation, activity logs, productivity indicators), it shall be for the Client to inform the data subjects beforehand, to verify the lawfulness and proportionality of the processing and to comply with the applicable social dialogue procedures, in particular collective labour agreement No 81 on the protection of workers' privacy with regard to the monitoring of electronic online communications data and collective labour agreement No 68 on camera surveillance in the workplace, where they are applicable. Odres supplies only a tool and does not assess the lawfulness of the use made of it.

13.4 bis. Measurement of Active Users. The number of Active Users is measured for billing purposes only, by means of a binary monthly activity indicator. That measurement involves no analysis of the User's behaviour, connection time, productivity or content of actions and may not form the basis of any individual appraisal.

13.5. Cookies. The use of cookies and trackers is described in the Cookie Policy, permanently accessible on the website https://odres.io, section "Cookie policy".

13.6. Personal Data Breach. In the event of a Personal Data Breach affecting the Client Data, Odres shall notify the Client without undue delay and at the latest within forty-eight (48) hours, on the terms of Article 13 of the DPA. Notification to the authorities and to the data subjects shall be a matter for the Client, in its capacity as Controller.

13.7. Hosting, data location and transfers. The application, the database and the files uploaded are hosted in the European Union, according to the following allocation:

The application, the database and the files — including HR documents and attachments — are hosted in the European Union. Three ancillary functions involve providers established in the United States: the routing of push notifications, the reading of and reply to online reviews, and the artificial intelligence features. Those transfers are based on the European Commission's standard contractual clauses (implementing decision (EU) 2021/914) and, where the provider is certified thereunder, on the EU–US Data Privacy Framework.

Clarifications.

1. Push notifications carry no data from the database: only the text of the notification and the device token are transmitted to the routing service. That is what makes the transfer proportionate. Notifications routed by Mozilla are furthermore end-to-end encrypted and unreadable by the provider.
2. Online reviews are public data: the public name of the author and the text of its review are published by that author on the recipient's platform. For those data, the review platform acts as an independent controller.
3. The order of the bases for the transfer is mandatory: the European Commission's standard contractual clauses are relied upon in the first place and constitute the basis for the transfer; certification under the EU–US Data Privacy Framework, where the provider is registered thereunder, is relied upon only thereafter, as an additional safeguard. Google LLC, Anthropic PBC, Vimeo Inc. and Cloudinary Ltd. are registered under that framework; Apple Inc. and Mozilla Corporation are not listed thereunder: for those two providers, the transfer is based exclusively on the standard contractual clauses declared by the provider.
4. The Training module videos are played by third-party players (Vimeo, YouTube in cookie-free mode) which receive the User's IP address, and place their own trackers, only upon the launch of a video by that User.
5. Providers' places of establishment. Railway, Neon and Cloudinary have their registered offices outside the European Union, although the processing takes place within the Union. A US provider remains subject to the orders of its national law whatever the location of the server; this point is taken into account in the transfer impact assessment annexed to the DPA.

The Client Data are encrypted in transit (HTTPS/TLS) and at rest. Files containing personal or confidential data are stored in private mode, accessible only by means of a signed link of limited validity served to a valid session.

The complete and up-to-date list of providers, their place of processing, the applicable safeguards and the mechanisms for transfers outside the European Economic Area are set out in Annex 2 to the Data Processing Agreement, which shall prevail over this Article. Any change to that infrastructure chain shall be subject to the sub-processor change procedure provided for by that Agreement, including the Client's right of reasoned objection.

13.8. Bank connection. Odres is neither a payment institution nor an authorised account information service provider within the meaning of Directive (EU) 2015/2366. No bank connection provider has been designated to date and the corresponding feature is not available. When it becomes available, it will be supplied by an authorised third-party provider registered with a competent authority of a Member State of the European Economic Area, to which the Client will give its consent directly, such consent being personal to the Client and requiring renewal by it upon expiry. Odres shall at no time access the banking access credentials of the Client or of the User, in accordance with Article 7.2 bis.

14. Artificial intelligence features

14.1. Scope and effective perimeter. This Article shall apply to the features of the Solution based on a language model or on other artificial intelligence techniques (the "AI Features"). As at the date hereof, two (2) features of the Solution make use of artificial intelligence, to the exclusion of any other:

1. the ODRES assistant, accessible in the back office to Users authorised by their role, which answers the questions put to it and may, following the User's explicit confirmation and within the scope of the User's own rights, carry out actions in the Solution (create a shift or a leave request, approve time-clocking records, prepare a payroll export, create an invoice or a value added tax report, record a temperature, a delivery or a use-by date label, create a product, a supplier or a loss, open a support ticket, send an e-mail from a template);
2. the assistance in replying to online reviews of the Marketing module, which proposes or assesses a reply to a review, the reply being published only after approval by the manager.

The use of the AI Features is capped in volume, per User and globally per month, and measured in AI Credits on the terms of the General Subscription Terms. No other feature of the Solution uses artificial intelligence; in particular, no footfall forecasting, automatic schedule building, order recommendation or price suggestion function is implemented to date. The addition of a new AI Feature shall be governed by Article 14.9 and, where applicable, by Article 19.

14.2. Decision-support character. The AI Features produce suggestions, estimates, rankings or projections. They constitute a decision-support aid and in no case substitute for human assessment. Their results may contain inaccuracies, biases or errors and must be verified before any use.

14.3. Mandatory human supervision. Any decision producing effects in respect of a natural person — in particular a worker or a candidate — must be subject to effective human supervision, exercised by a person having the competence, authority and information necessary to assess, set aside or amend the result proposed.

14.4. Prohibition of unsupervised automated decision-making use. The User and the Client are prohibited from using the AI Features in order to found, on their own and without meaningful human intervention, a decision relating to:

1. the recruitment, selection or refusal to engage a person;
2. the promotion, demotion, remuneration or appraisal of a worker;
3. the allocation or withdrawal of tasks, working hours or assignments producing significant effects on working conditions;
4. disciplinary sanction, the termination of an employment relationship or the non-renewal of a contract;
5. any other decision producing legal effects or significantly affecting a natural person, within the meaning of Article 22 of the GDPR.

14.5. Reference to Regulation (EU) 2024/1689 ("AI Act"). The Parties recognise that artificial intelligence systems intended to be used for employment and worker management are liable to fall within Annex III to Regulation (EU) 2024/1689 and to be classified as high-risk systems. Odres reserves the right to adapt the AI Features, their documentation and their conditions of use in order to ensure compliance with that regulation according to its application timetable. Where the Client or the User uses an AI Feature for a purpose other than its documented one, it is liable to be classified as a provider within the meaning of Article 25 of that regulation and to assume the obligations arising therefrom.

14.6. AI literacy. The Client shall implement reasonable measures intended to ensure a sufficient level of knowledge of the AI Features among the Users who make use of them, in accordance with Article 4 of Regulation (EU) 2024/1689. Odres shall make available the documentation necessary for that purpose.

14.7. Transparency. Where an AI Feature interacts directly with a natural person or produces content, Odres shall implement appropriate information measures. The documentation shall specify, for each AI Feature, its purpose, the nature of the data used and its known limits; it is permanently accessible from the Account and on the website https://odres.io, section "Artificial intelligence features". That documentation shall include in particular the AI Credit conversion table, public and versioned, indicating the number of credits consumed per type of processing. For as long as that table is not published, no consumption of AI Credits may be invoked against the Client.

14.8. Training data. Odres does not use the Client Data to train, re-train, fine-tune or evaluate artificial intelligence models, and imposes the same prohibition on its sub-processors, on the terms of Article 18 quinquies of the DPA. The data transmitted to the model provider through its application programming interface are not used to train its models; that provider retains the inputs and the outputs for a limited period for abuse-detection purposes and then deletes them. The anonymised Aggregated Data are not covered by that restriction.

14.9. Model provider and location. The AI Features described in Article 14.1 are based on a language model supplied by Anthropic — Anthropic Ireland Limited for services in the European Union, Anthropic PBC —, whose application programming interface is hosted in the United States. That provider has the capacity of sub-processor within the meaning of Article 28(4) of the GDPR; it is listed in Annex 2 to the Data Processing Agreement, which specifies its place of processing and the applicable safeguards. The transfer to the United States is based on the European Commission's standard contractual clauses (implementing decision (EU) 2021/914, modules 2 and 3), incorporated into the provider's data processing agreement, and, as an additional safeguard, on Anthropic PBC's certification under the EU–US Data Privacy Framework. Any addition or replacement of a model provider shall be subject to the prior information procedure and the right of reasoned objection organised by that Agreement.

14.10. Data transmitted and safeguards. Where the User makes use of the assistant, the following are transmitted to the model provider: the User's context (name, role, current establishment and accessible modules), the question put and the history of the same conversation, the attachments (an image as it stands; a PDF document converted into text, of which only the text is transmitted), the knowledge base documents drafted by Odres, as well as the result of the actions carried out at the User's request. For the assistance in replying to reviews, the following are transmitted: the public name of the review's author, its rating, the text of the review, the name of the establishment and the manager's draft reply.

The following shall never be transmitted to an AI Feature: passwords, PIN codes, bank details, time-clocking selfies, or any data of an establishment to which the User does not have access. Fixed security rules govern the assistant: it may not disclose its instructions, produce executable code, disclose technical information about the platform, or act without the User's confirmation. Odres retains the text of the conversations, in the database referred to in Article 13.7, as well as a usage log per call (user, establishment, model, volume, duration, success), without the content.

15. Mobile applications and application stores

15.1. Making available. The Solution may be accessible by means of mobile applications distributed through third-party application stores, in particular Apple's App Store and Google Play (the "Stores"). The OdLabels application is distributed through Apple's App Store.

15.2. Cumulative conditions. The downloading and use of the application are subject, in addition to these Terms of Use, to the terms of use of the Store concerned. In the event of a contradiction between these Terms of Use and the terms of a Store, those of the Store shall prevail only to the extent strictly necessary for the distribution of the application, these Terms of Use remaining applicable for the remainder.

15.3. Absence of involvement of the Store. The Store provider is not a party to these Terms of Use. The licence of use of the application is granted by Odres and not by the Store. Odres is solely responsible for the application, its content, its maintenance, its support and the handling of complaints, as well as for any third-party claim alleging that the application infringes intellectual property rights. The Store provider assumes no maintenance or support obligation.

15.4. Third-party beneficiaries. The Store provider and its affiliated companies are third-party beneficiaries of these Terms of Use as regards the use of the application and are entitled to rely upon them for that purpose.

15.5. Updates. The User shall install the application updates made available. Odres does not warrant the functioning of an obsolete version and may cease to support earlier versions, subject to reasonable prior information.

15.6. Permissions and hardware. The application may request access to certain functions of the equipment (notifications, camera for the reading of codes and for the time-clocking photograph, local storage, and where applicable geolocation). Those accesses are subject to the User's authorisation, revocable at any time in the equipment settings. Revocation may limit certain features. The activation of a geolocation function for time-clocking purposes shall be a matter for the Client's decision, which shall assume the lawfulness and proportionality thereof in accordance with Article 13.4.

15.6 bis. Push notifications. Push notifications are activated by the User itself and may be deactivated at any time from its profile or from the settings of its browser or equipment. Their routing is ensured by Google (Firebase Cloud Messaging), Apple and Mozilla, established in the United States, on the terms of Article 13.7; only the text of the notification and the device token are transmitted to them, to the exclusion of any data from the database.

15.7. Export restrictions. The User declares that it is not located in a country subject to an applicable embargo, nor listed as a person or entity subject to restrictive measures.

15.8. Network and costs. Connection, mobile data and roaming costs shall be borne by the User or by the Client.

16. Links, third-party services and integrations

16.1. Nature of the integrations. The Solution may offer interconnections with services supplied by third parties, in particular point-of-sale (POS) systems, payment service providers, account information service providers, accounting software, payroll agencies, booking platforms, messaging or communication-sending services, online review platforms, as well as identity services (the "Third-Party Services").

16.2. Activation at the Client's initiative. The activation of an integration shall be a matter for the decision of the Client or of its Administrator. It entails, according to the configuration retained, the transmission of data to the Third-Party Service and the receipt of data from it.

16.3. The Third-Party Service's own terms. Each Third-Party Service is governed by its own contractual terms and its own privacy policy, to which the Client and the User subscribe directly. Odres is not a party to those relationships. It shall in particular be for the Client to comply with the rules of the online review platform which it connects, failure to observe which exposes it to the deletion of its reviews, or even of its establishment listing, on the terms of Article 3.8 bis of the AUP.

16.4. Absence of warranty. Odres warrants neither the availability, nor the continuity, nor the accuracy, nor the security, nor the compliance of the Third-Party Services. Odres shall not be answerable for the consequences of a failure, a unilateral change, an interruption or a discontinuation of a Third-Party Service, nor for the modification of its application programming interfaces. That exclusion shall not apply where the failure results from Odres' fault in the implementation or configuration of the integration falling within its contractual scope.

16.5. Continuity of the integration. Where a Third-Party Service ceases to be available or changes its conditions of access in a manner rendering the integration impracticable, Odres shall inform the Client thereof as soon as possible and shall seek, to the extent reasonable, an alternative solution. Any contractual consequences shall be settled in accordance with the General Subscription Terms.

16.6. Payment data. Odres does not carry out payment services activity. The collection flows which the Client operates with its own end customers are processed by the payment service providers and the point-of-sale systems selected by the Client, under their responsibility and that of the Client; Odres receives therefrom only the sales data returned via API, on the terms of Article 4.2 quater. The collection of the sums due by the Client to Odres is governed, for its part, by Article 13.2. In either case, Odres collects, stores and processes no complete payment card data.

16.7. Hypertext links. The Solution may contain links to external resources offered as a matter of convenience. Odres does not control their content and assumes no liability in respect of them.

17. Liability

17.1. Enhanced obligation of means. Odres is bound, in respect of the supply of the Solution, by an obligation of means exercised in accordance with the state of the art and with the quantified commitments of the SLA.

17.2. Limitation. Odres' total and aggregate liability, on all grounds combined, is limited to the amount excluding VAT actually paid by the Client under the Subscription in the course of the twelve (12) months preceding the triggering event, with a minimum of twenty-five thousand euros (25,000.00 EUR).

That limitation shall not apply:

1. to wilful misconduct and gross negligence of Odres or of its servants;
2. to death or physical injury;
3. to the breach of an essential obligation of the Contract depriving it of its substance;
4. to payment obligations;
5. to the extent that applicable mandatory law precludes it.

The Client shall benefit from an equivalent limitation for its own breaches, with the exception of its obligations of payment, confidentiality and respect for intellectual property rights. That cap is single: it combines with that of the General Subscription Terms and of the Data Processing Agreement without being added thereto.

17.3. Beneficiary of compensation. The financial provisions of this Article shall be assessed within the relationship between Odres and the Client. A User who is not the Client holds no right of its own to compensation under the Subscription, without prejudice to its rights arising from the general law of non-contractual liability and from the applicable mandatory provisions.

17.4. User's liability. The User shall be answerable for the direct damage caused to Odres, to the Client or to third parties by a breach on its part of these Terms of Use or of the AUP, in so far as that breach is attributable to it. Where the User acts in the performance of an employment contract concluded with the Client, its liability shall be assessed in accordance with Article 18 of the Act of 3 July 1978 on employment contracts or with the equivalent provision of the applicable law, which limits the worker's liability to wilful misconduct, gross negligence and habitual minor negligence.

17.5. Exclusions. Odres shall not be answerable for damage resulting from:

1. a use not in compliance with the Terms of Use, the AUP or the documentation;
2. the entering of inaccurate, incomplete or unlawful data;
3. a defect, unavailability or inadequacy of the User's or the Client's equipment, networks or software;
4. the failure of a Third-Party Service on the terms of Article 16.4;
5. the disclosure or compromise of the Credentials attributable to the User or to the Client;
6. a decision taken by the Client or the User on the basis of information derived from the Solution, in particular from an AI Feature, without appropriate human verification;
7. a measure taken by an online review platform against the Client or one of its establishments by reason of a use contrary to Article 3.8 bis of the AUP.

Those exclusions shall not apply in the event of wilful misconduct, gross negligence or breach by Odres of an essential obligation of the Contract.

17.6. Reciprocity and consideration. The limitations stipulated in this Article are agreed in consideration of the price level of the Subscription, of the shared nature of the Solution and of the reciprocity expressly provided for in Article 17.2 for the benefit of the Client. They affect neither the Client's remedies in the event of non-performance, nor its right to obtain performance in kind, termination or a price reduction in accordance with the general law.

17.7. Compliance with Article VI.91/4 of the Code of Economic Law. No provision hereof may be construed as conferring on Odres a discretionary power to interpret the Contract, as causing the Client or the User to waive all remedies, as establishing an irrebuttable presumption of knowledge, or as limiting Odres' liability for its wilful misconduct, its gross negligence or the breach of an essential obligation. Any provision which were to receive such an interpretation shall be deemed not to have been written as regards that scope alone, the remainder of the Contract remaining applicable.

18. Force majeure

18.1. Definition. A case of Force Majeure is constituted by any event meeting the conditions of Article 5.226 of the Belgian Civil Code, namely an impossibility of performance which is not attributable to the debtor and which cannot be attributed to it by virtue of the law or of the Contract.

18.2. Illustrations. The following may in particular constitute, according to the circumstances, cases of Force Majeure: natural disasters, fires, floods, epidemics and binding health measures, wars, acts of terrorism, riots, decisions of authorities, embargoes, generalised interruptions of telecommunications or energy supply networks, cyberattacks of exceptional magnitude and major failures of an infrastructure supplier which cannot be overcome by reasonable measures.

18.3. Effects. Performance of the obligations affected shall be suspended for the duration of the event. The Party prevented from performing shall inform the other without undue delay, describe the foreseeable effects and implement reasonable mitigation measures.

18.4. Persistence. If the event continues beyond thirty (30) consecutive days, either Party may terminate the Contract, without indemnity on either side, by written notification. Sums corresponding to services not supplied shall be refunded pro rata.

18.5. Exclusion. Force Majeure shall not exempt from payment obligations which fell due prior to its occurrence.

19. Amendment of the Terms of Use

19.1. Right of amendment. Odres may amend these Terms of Use, solely for a valid reason, namely:

1. a change in the applicable statutory or regulatory provisions or in case law;
2. a decision, recommendation or order of a competent authority;
3. a technical, functional or security development of the Solution;
4. the addition, amendment or removal of a module or a feature;
5. a change of an infrastructure provider or of a sub-processor;
6. the correction of a clerical error, an inconsistency or a drafting imprecision;
7. the need to preserve the security of the Solution or the integrity of the data.

No amendment may be made for a purely discretionary reason.

19.2. Reasonable prior notice. Any substantial amendment shall be notified with prior notice of at least thirty (30) days before its entry into force, by any appropriate means: electronic mail addressed to the Administrator and to the Users, message within the Solution or publication accompanied by a notification. The notice period may be shortened where the amendment is required by a legal obligation of immediate application or by a security imperative; the shortening shall then be reasoned in the notification.

19.3. Information of the User. The notification shall state the subject matter of the amendment, its reason, its date of entry into force and the address at which the amended version may be consulted and downloaded. A comparative version or a summary of the substantial changes shall be made available.

19.4. Acceptance. The amended Terms of Use shall be subject to a new active acceptance by the User, on the terms provided for in Article 3. In accordance with Article VI.91/4, 4° of the Code of Economic Law, no irrebuttable presumption of acceptance may result from the mere continuation of use.

19.5. Client's right. Where the amendment of the Terms of Use substantially and adversely alters the essential characteristics of the Solution or the balance of the Contract, the Client may terminate the Subscription free of charge and without indemnity, by written notification sent before the date of entry into force of the amendment. Sums paid in advance for the period after termination shall be refunded pro rata. That right is stipulated pursuant to Article VI.91/5, 2° of the Code of Economic Law.

19.6. Non-substantial amendments. Purely formal, spelling or numbering corrections, without impact on the rights and obligations of the Parties, may be made without prior notice, the update date being revised accordingly.

19.7. Applicable version. The version applicable to a given dispute is that in force and accepted at the date of the disputed events.

20. Term and termination

20.1. Entry into force. These Terms of Use shall take effect in respect of the User as from their active acceptance.

20.2. Term. They shall remain applicable throughout the period during which the Account remains open.

20.3. Termination. They shall cease to have effect upon closure of the Account, upon the expiry or termination of the Client's Subscription, without prejudice to the surviving Articles.

20.4. Survival. The following shall survive the termination hereof, for the period necessary for their purpose: Articles 9 (content and data, as regards the warranties given), 12 (intellectual property), 13 (personal data), 17 (liability), 21 (general provisions) and 22 (governing law and jurisdiction), as well as any confidentiality obligation, which shall remain in force for five (5) years after the end and without limitation in time for trade secrets within the meaning of Directive (EU) 2016/943 and of Articles XI.332/1 et seq. of the Code of Economic Law.

21. General provisions

21.1. Partial invalidity. If a provision hereof is declared void, unlawful or inapplicable by a court or a competent authority, that provision shall be deemed not to have been written as regards the scope of the invalidity alone, without affecting the validity of the other provisions. The Parties shall endeavour in good faith to substitute for it a valid provision of equivalent economic and legal effect. It is expressly recalled that the invalidity of a clause under Articles VI.91/1 to VI.91/10 of the Code of Economic Law shall not affect the Contract for the remainder, in accordance with Article VI.91/6 of the same Code.

21.2. Waiver. The fact that a Party does not rely on a breach by the other Party or does not exercise a right shall constitute neither a waiver of that right, nor an acceptance of the breach, nor a novation. Any waiver must be express and in writing and shall apply only to the particular case to which it relates.

21.3. Entire agreement. These Terms of Use, together with the documents referred to in Article 2.3, constitute the entire agreement of the Parties on their subject matter and supersede any prior exchange, undertaking or document relating to the same subject matter.

21.4. Assignment. The User may not assign or transfer, on any basis whatsoever, the rights and obligations arising hereunder. Odres may assign or transfer these Terms of Use, in whole or in part, to a company of its group or in the context of a merger, demerger, contribution or transfer of business, provided that the assignee has the means to perform Odres' obligations and that the Client is informed thereof beforehand. If the assignment entails a substantial and adverse change to the conditions of performance, the Client shall have the right of termination provided for in Article 19.5.

21.5. Notifications. Any notification hereunder shall validly be made:

1. to Odres: by electronic mail to contact@odres.io, with confirmation by registered post to 20 Place Verte, 6000 Charleroi (Belgium) for notifications of termination or formal notices of default;
2. to the User: by message within the Solution or by electronic mail to the address provided in its Account;
3. to the Client: on the terms provided for by the General Subscription Terms.

An electronic notification shall be deemed received on the first Business Day following its dispatch, save evidence to the contrary or failure of delivery notified to the sender.

21.6. Headings. Article headings are inserted for ease of reading and have no interpretative value.

21.7. Language. These Terms of Use are drafted in French. Any translation is provided as a matter of convenience; in the event of a discrepancy, the French version shall prevail, subject to mandatory provisions requiring the use of another language.

21.8. Absence of partnership. These Terms of Use create between the Parties no partnership, joint venture, agency, franchise or employment relationship.

21.9. Evidence. Odres' logs, records and tracking systems constitute an admissible means of evidence between the Parties, without prejudice to the opposing Party's right to dispute their reliability and to adduce evidence to the contrary by any means.

22. Governing law and jurisdiction

22.1. The Contract is governed by Belgian law, to the exclusion of its conflict-of-laws rules and of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods.

22.2. Any dispute shall fall within the exclusive jurisdiction of the courts and tribunals of the judicial district of Hainaut, Charleroi division, without prejudice to Odres' right to bring proceedings before any other competent court. The Parties shall first attempt, in good faith, an amicable settlement for thirty (30) days from the written notification of the dispute.

22.3. The provisions of this Article shall apply subject to the mandatory provisions of the Client's country of establishment or of the User's country of habitual residence, where those provisions preclude the choice of law or of jurisdiction.

22.4. For Clients established outside the European Union, the Special Conditions may substitute for judicial jurisdiction an arbitration under the CEPANI rules, with its seat in Brussels, in the French or English language.

23. Contact