Terms & Conditions

LICENSE AGREEMENT TERMS & CONDITIONS - DONE-IT INTERNATIONAL

Identification of Done-It International BV

Done-it International BV, having its registered office at Adriaan Brouwerstraat 27, 2000 Antwerp, with company number 0863.363.148, represented by its director INDICO BV, having its registered office at Adriaan Brouwerstraat 27, 2000 Antwerp, with company number 0462096023, permanently represented by Mr. Eric Van Tilburg, hereinafter referred to as Done-it International (DII).

Purpose of the Agreement

Done-it International makes available to the Client the software Done-it (hereinafter referred to as the Software) under license. The Software digitally allows check-in and check-out upon arrival and departure at a project or worksite via an app linked to location determination. Additionally, the Software digitally manages task descriptions, contact information, absences, etc.

By purchasing a Formula, the Client enters into an agreement with Done-it International, whereby the Client declares that Done-it International has thoroughly informed them about the Software's capabilities and limitations (hereinafter the Agreement). These general terms & conditions are an integral part of the Agreement.

2. Definitions

Client
The party purchasing a Formula.

Frontend User
Every user authorized by the Client to use the License, excluding Backend Users.

Backend User
Every user authorized by the Client to use the License with the purpose of reading and processing the registrations and inputs made by Frontend Users in the Software, for the internal business structure of the Client.

Formula

A specific edition of the Software, characterized by a defined scope of features, functionalities, and services. The features, functionalities, and services included in each Formula are set out on the website.

License
The right to use the Software, as well as periodic maintenance and support for the Software.

Software
The application "Done-it," along with the applicable user documentation.

Applicable Data Protection Legislation

• Regulation (EU) 2016/679 of the European Parliament and the Council of April 27, 2016, concerning the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("GDPR").
• The Belgian law of July 30, 2018, concerning the protection of natural persons with regard to the processing of personal data.
• All other applicable laws and regulations regarding data protection and privacy relevant to personal data processing within the scope of the Agreement.
• Any amendments to or replacements of the aforementioned legislation, as applicable.

Users
Collectively, Frontend Users and Backend Users.

3. Scope of the License

Done-it International grants the Client a non-exclusive, non-transferable license for the use of the Software for the Client's internal business purposes.

The License includes the right to grant access to Frontend Users and Backend Users within the internal business structure of the Client, in accordance with the provisions of this Agreement.

4. Duration and Termination of the Agreement

Depending on the Client’s choice, this Agreement is concluded either for a term of one month or for a term of one year, starting on the date on which a Formula is purchased. If the Agreement is concluded for a term of one year, it shall, be renewed for an additional term of one year, unless the Client gives written notice of termination at least three months before the end of the current term.

5. Prices

5.1 Prices vary per Formula and per extra feature. For an up-to-date overview, click here.

The Price shall be charged monthly or yearly at the beginning of each new period, depending on the period for which the Agreement was entered into. When the Client chooses to enter into the Agreement for the period of a year, a discount of 15% is applied.

5.2 Prices shall be determined based on the highest number of Frontend and Backend Users connected by the Client during any billable month.

5.3 The Price may be adjusted due to circumstances such as changes to product offerings and features, changes to business operations, or changes in the economic environment. Any such adjustments shall be notified to the Client in writing at least two (2) months in advance.

5.4 When entering into an Agreement for a year, the prices will be stable during that year. The adjusted Prices shall only become effective on the anniversary date of the Agreement. If the Client does not respond within one month of receiving this written notice, the Client shall be deemed to have accepted the increased Price and a new Agreement of one year will be entered into.

6. Invoicing and Payment of the Price

6.1 Done-it International shall invoice the License on a monthly or yearly basis, depending on the chosen payment option, always in advance of the relevant period. Payments must be made via credit card.

6.2 Invoicing will be based on the number of Users of the Client that are active at the time of invoicing. At the end of each period, a correction will be applied based on the actual number of Users during the previous period.

6.3 Invoices must be paid within fourteen days of the invoice date. In case of late payment and without the need for prior formal notice, the Client shall owe late payment interest at a rate of 12%, as well as a fixed compensation of 10% of the outstanding invoice amount, with a minimum of EUR 150.

If any invoice is not paid on time, all other outstanding invoices — even those not yet due — shall become immediately payable.

6.4 Any invoice disputes must be reported in writing by the Client to Done-it International within eight days of receipt of the invoice.

7. Support and Maintenance of the Software

To enable Done-it International to provide support and periodic maintenance, the Client shall:

• When reporting a bug, provide all reasonable information in their possession;
• At all times, provide Done-it International with all reasonable information and cooperation. This includes, among other things, granting the necessary facilities or access to the Client’s system, infrastructure, or premises.

A helpdesk is available via the following email address: info@done-it.app.

8. Warranties and Obligations of Done-it International

8.1 Done-it International shall provide the Client with access to the system for the services described in this Agreement through user-friendly Software.

8.2 Done-it International shall make every effort to ensure the highest possible continuity in the use of the Software.

8.3 Done-it International shall provide a Software update within a reasonable period when such an update is required. Performing such an update may cause a brief interruption of the Software; however, Done-it International will preferably carry out such updates at night and during weekends.

8.4 Done-it International cannot guarantee uninterrupted access to the system and the internet. It provides a system that is as efficient and well-developed as is commonly available on the market today. In doing so, it will exercise reasonable care and attention in the performance of its services and will assume its responsibilities under the Agreement with the Client in a timely and diligent manner, in accordance with standard industry practices.

9. Warranties and Obligations of the Client

9.1 The Client shall fulfill its payment obligations to Done-it International as defined in Articles 5, 6, and 7 of this Agreement. Failure to meet these payment obligations entitles Done-it International to suspend its commitments under this Agreement.

9.2 The Client shall use the Software, manuals, or any rights arising from this Agreement exclusively for internal use and shall not, in any way—directly or indirectly, for compensation or free of charge—make them available to third parties, unless Done-it International has given explicit written consent.

9.3 The Client is not entitled to make changes to the Software or to use the Software for purposes other than those described in this Agreement.

9.4 The Client shall act at all times as a prudent and responsible party.

9.5 The Client shall promptly notify Done-it International in writing of any changes to relevant data.

9.6 The Client is responsible for:

• the local archiving of data by Frontend Users;
• compliance with Applicable Data Protection Legislation;
• maintaining the confidentiality of usernames and passwords;
• ensuring that files remain free of viruses;
• the network connection to the internet;
• the necessary hardware required for using the Software.

9.7 The Client shall refrain from hindering other clients or causing damage to the system. The Client is prohibited from launching processes or programs that it knows—or can reasonably suspect—may directly or indirectly hinder or harm other clients.

9.8 The Client grants Done-it International access to the Software for the purpose of logging in and providing the support as outlined in this Agreement.

9.9 The Client hereby gives permission to Done-it International to include its personal data in the company's data registry, which is necessary for administration and management purposes. This registry will not be shared with third parties, unless Done-it International is legally required to do so or ordered by a court.

19.10 The Client does not have the right to suspend payment obligations in case of temporary Software downtime.

9.11 Any tips or suggestions provided by the Client that may lead to an adaptation or extension of the Software shall under no circumstances entitle the Client to any compensation.

10. Liability

10.1 The liability of Done-it International for an attributable failure in the performance of this Agreement arises only if the Client promptly and properly notifies Done-it International of the default, granting a reasonable period to remedy the failure, and Done-it International continues to fail in fulfilling its obligations after that period. The notice of default must include as detailed a description as possible of the shortcomings to enable Done-it International to respond adequately. Done-it International shall never be liable for damage related to or resulting from:

• actions of other clients beyond normal use;
• missing data in the backup if due to an error by the Client;
• an error by a supplier or partner contracted solely by the Client;
• careless, reckless, or improper use of the services;
• defective hardware, internet connection, or mobile network of the Client;
• the presence of viruses in the system or in data or software delivered or retrieved via the internet.

10.2 The total compensation owed by Done-it International in case of liability resulting from its execution of the Agreement is always limited to the compensation of direct damages and, in any case, to a maximum of the total amount paid by the Client for the relevant period of the Agreement.

10.3 Done-it International shall under no circumstances be liable for any form of indirect damages resulting from a breach. Indirect damages include, but are not limited to: consequential damages, loss of profits, financial or commercial losses, increased overhead, higher personnel costs, loss of clients, etc.

10.4 The aforementioned limitations of liability do not apply in the event of willful misconduct or gross negligence on the part of Done-it International.

11. Intellectual Property Rights

11.1 All Intellectual Property Rights to any software, equipment, or other materials developed or made available under the Agreement—such as analyses, designs, documentation, reports, quotations, as well as any preparatory materials—shall belong exclusively to Done-it International. The Client is granted only a non-exclusive and non-transferable right of use with respect to the Intellectual Property for the duration of the Agreement.

11.2 The Client shall refrain from unlawfully reproducing, disclosing, or distributing the Software and the related materials.

11.3 The Client is not permitted to remove or alter any indications of copyrights, trademarks, trade names, or other intellectual property rights from the Software, including any markings regarding the confidential nature and secrecy of the Software.

11.4 Done-it International is entitled to implement technical measures to protect the Software. If Done-it International secures the Software by means of technical protection, the Client is not permitted to remove or bypass such protection.

12. Confidentiality

The Parties shall treat all confidential information obtained regarding each other's businesses, organizations, and their relationships as strictly confidential. Information shall, in any case, be considered confidential if it is designated as such by either Party.

The confidentiality obligation described in this article shall apply throughout the duration of the Agreement and shall remain in effect after the termination of this Agreement.

13. Data Protection

13.1 Each Party must at all times comply with its respective obligations under all Applicable Data Protection Legislation with regard to all personal data processed in the context of this Agreement.

To the extent that Done-it International processes personal data on behalf of the Client in its capacity as a processor, the Client, as the data controller, remains responsible for determining the purpose and means of the processing, as well as the type of data and the categories of the persons involved. Done-it International shall reasonably follow the instructions provided by the Client in this regard.

Upon simple request by either Party, the Parties shall enter into a data processing agreement.

13.2 For “Time”-formulas, the Client’s data will be stored for 5 years. For “Project”-formulas, the data will be stored for 10 years.

Data will only be stored for as long as the Agreement remains in effect and thereafter only to the extent required to comply with applicable statutory retention obligations, accounting requirements, or for the establishment, exercise, or defense of legal claims.

Upon termination of the agreement, the data will be deleted and/or provided to the Client upon their request. Deletion will not take place if Done-it is legally required to store data upon termination of the Agreement.

For information on how Done-It operates as a data controller, please read our Privacy Policy.

14. Force Majeure

Neither Party shall be held liable for failing to fulfill its obligations under this Agreement in the event of Force Majeure.

If a case of Force Majeure occurs, the Party wishing to invoke it shall immediately notify the other Party in writing.

14.1 If any provision of this Agreement is found to be null or invalid, the remaining provisions shall remain in full force and effect. The invalid clause or part thereof shall be replaced by a valid clause that most closely reflects the intent of the parties and has the same or substantially similar economic effect.

14.2 Belgian law shall apply to this Agreement. The application of the Vienna Sales Convention is expressly excluded.

14.3 In the event of disputes, the courts of the judicial district of Antwerp shall have jurisdiction.