Terms of Service

1. Definitions

Term	Definition
Access	The ability for a Person to access and use the Services.
Account	The personal account created by the Account Owner on the Unova Platform.
Account Owner or You	Any natural person or corporation, sustainably pursuing an economical goal, entering into the Agreement with Unova.
Agreement	The agreement entered into between Unova and the Account Owner as to a Trial Period and/or a Subscription under the terms and conditions set forth in the present Terms of Service.
Billing Cycle	A billing Cycle equals a period of one month.
Consumer	An end consumer granted a limited functional access level to the Unova Platform by an Account Owner or a Facility.
Content	Any online or offline information, documentation, audio and/or video, made available by Unova on the Website.
Data	The data or events registered on the Unova Platform, by a User.
Device	A unit of physical hardware that provides computer functions such as a desktop computer, tablet, or laptop.
Facility	A facility that is granted a limited functional access level to use the Unova Platform by an Account Owner.
Facility Manager	The Person who receives the Private and Public Key of the Facility and will be able to login to the Facility admin panel.
Free Plan	A Subscription to a limited functional access level of the Services free of charge (Subscription Fee is nihil).
Key	A Private Key and/or a Public Key.
Person	A unique and individual human being.
Private Key	A private key, which is only generated once, allowing the Account Owner and/or the Facility Manager and/or any Person designated by them, to: Invite a User Register Data to the Unova Platform.
Public Key	A public key, allowing the User to read certain data on the Unova Platform.
Services	A limited, non-exclusive, non-transferable, worldwide right and license during the Subscription Term to acces and use, and permit Users to use, the Unova Platform in accordance with this Agreement.
Subscription	A subscription that allows the Account Owner, its Facilities and Users to Access the Services during the Subscription Term against settlement of the Subscription Fee.
Subscription Fee	The Subscription fee is outlined in article 6.4.
Subscription Term	The duration of a Subscription.
Support Services	The support services are outlined in article 7.3.
Terms of Service	The present terms of service.
Trial Period	A limited trial period as to the Services.
Unova Platform	The platform developed by Unova, as described on the Website, including any and all updates and new releases, to provide supply chain traceability and transparency.
User	A Person  that is granted Access to the Services via either the Account Owner or a Facility Manager.
Website	www.unova.io
Assets	Registration of a product on the system where a digital entity gets created with specific data assigned
Events	Registration of an event that gets assigned to an asset

2. General

2.1. Scope

The present Terms of Service shall govern any Agreement entered into by You and  Unova as to the Services.

2.2. Applicability

You confirm to have read these Terms of Service and agree to be bound by these Terms of Service. These Terms of Service shall apply to the Agreement with the exclusion of any other terms and conditions, including your general purchase conditions, unless express, prior and written agreement. Even in the event other terms and conditions would apply to the Agreement, these Terms of Service shall apply in addition to such terms and conditions, as to every issue that is not fully addressed in such terms and conditions.

2.3. Modification

Unova is entitled to modify these Terms of Service from time to time. Any modification of these Terms of Service, shall be notified to You per e-mail prior to its entry into force. Any Access to the Services subsequent to such notification, shall be deemed as the acceptance by You of such modification.

2.4. Qualification

You are a natural person or a corporation, sustainably pursuing an economical goal. You are not a natural person that acts for purposes outside of his/her trade, business, craft or professional activity. The Agreement shall be qualified as a license agreement as to the Services, based on which the Account Owner, the Facilities and Users are entitled to Acces the Services in accordance with the terms and conditions of these Terms of Service.

2.5. Account Manager

In the event You engage in a Subscription, You shall assign an Account manager that is authorized to manage such Subscription and to act as Your sole point of contact for Unova as regards such Subscription.

3. Authentication

In order to engage in a Trial Period or a Subscription, and/or in order to Access the Services, You are required to authenticate as an Account Owner on the onboarding platform and create an Account in accordance with the authentication procedure set forth on the Website.

4. Data protection legislation compliance

4.1. Unova as the controller of the personal data

During authentication, and continuously during the term of the Agreement, Unova may require the Account Owner and/or its Facilities and/or Users to provide information via the Website. You agree that this information shall be up-to-date, complete and accurate and that it shall keep this information at all times up-to-date, complete and accurate during the term of the Agreement. You shall notify Unova without delay as to any modifications as to such information. To the extent such information contains personal data, Unova shall act as the controller of the personal data and the following data processing agreement and privacy policy of Unova shall apply.

4.2. Unova as the Processor of personal data

The parties agree that Unova is the processor and that You are the controller of all personal data, registered on the Unova Platform by a User. The following data processing agreement and privacy policy shall apply.

You agree that, Unova is not involved in any other processing of personal data and that any other processing of personal data is carried out under Your responsibility. You agree to indemnify Unova at first request against any claims from third parties in relation to any processing of personal data which is not directly related to the use of the Unova Platform.

5. Trial Period

You are entitled to one Trial Period, during which limited functionalities of the Services shall be available for a limited period of time, in accordance with the applicable terms and conditions set forth on the Website. Unova may, at its sole discretion, extend such Trial Period. At the end of the Trial Period, You shall no longer be able to continue to Access the Services without Subscription. Unova is entitled, at its discretion, to limit the amount of Trial Periods entered into by Persons within the same organization.

6. Subscriptions

6.1. Plan

A Subscription grants access to the Services, as set forth on the Website or in the Agreement .

6.2. Pay per Account and per Facility

The Services are provided by Unova on a “Pay per Account and Facility” -basis, meaning that the Account Owner shall pay a fixed fee per month and per Account, increased with a fixed monthly price per Facility. You may also be charged an amount per additional asset & event creation depending on the agreement that has been made.

6.3. Subscription Term

The initial term of a Subscription is set forth on the Website and/or in the Agreement (“Initial Subscription Term”).

The Subscription shall, at the end of the Initial Subscription Term, be automatically renewed for subsequent periods equal to the Initial Subscription term, or a term otherwise set forth on the website (“Subsequent Subscription Term”), unless either party gives te other written notice of etermination at least (30) days prior to expiration of the current term.

6.4. Subscription Fee

Unova is entitled to a Subscription Fee.

The Subscription Fee indicated on the Website and/or in the Agreement is the net Subscription Fee due for the relevant Subscription. You shall be exclusively responsible to settle any and all relevant and applicable additional fiscal and non-fiscal costs related to the applicable Subcription Fee of Your Subscription.

The Subscription Fee is due at the beginning of each Billing Cycle and prior to access and use of the Services, as set forth on the website, unless prior and written agreement, that may be modified or terminated by Unova at the end of each Billing Cycle.

Under penalty of forfeiture, any complaint as to such invoice: 1) shall be notified to Unova in writing within the relevant due date, 2) shall detail the reasons for such complaint and the amount in dispute and 3) shall be accompagnied by a settlement of the invoiced amount not in dispute.

6.5. Free Plan

Unova may, from time to time and at its exclusive discretion, grant You access to a Free Plan,  in accordance with the applicable terms and conditions set forth on the website. The Subcription Fee of a Free Plan is nihil. Any such Free Plan agreement may be terminated by Unova upon a one month prior written notice.

6.6. Special Offers

From time to time Unova may offer clients and prospects special offers and discounts. All such offers are subject to our normal terms and conditions, they are always at the sole discretion of Unova and can be canceled or terminated at any time. 

Special offers and discounts are provided “as is” and cannot be exchanged for a cash equivalent.

If for any reason the special offers and discounts are not capable of running as planned for any reason Unova reserves the right in its sole discretion, to cancel, terminate, modify or suspend the special offer or discount.

7. Services

7.1. In general

The Services and a description of the Unova Platform are set forth on the Website. Unova is entitled, at any time, without prior notice and effective immediateley, to modify or discontinue one or more aspects of the Services and/or Unova Platform, which do not form an essential facilitie of the Services.

7.2. Service Access

The Services shall be accessible on a best effort basis 24-hours a day, 7-days a week, excluding periods of service outage (“Service Outage”). Periods of Service Outage are periods during the Services cannot be provided for reasons of maintenance, network and/or server failure, supporting services failure (including, but not limited to, telecommunications, hosting and power), computer viruses, destruction or damage to Unova facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, abnormal weather condition, third party interference and/or any other causes beyond Unova‘s control.

Service Access is at all times dependent on internet and network connection.

7.3. Service Support

Unova shall provide remote customer Support Services via email, chat, phone or video conferencing,  Monday through Friday, from 9.00 a.m. until 5.00 p.m., except on public holidays.  An additional charge may apply, based on the then-current rates for time and materials for such services. 

Support Services shall be provided on a best effort basis and relate to the Services only. Unova does not guarantee any response time.

7.4. Versions and Interoperability

Unova may offer from time to time new versions of the Unova Platform via automatic updates. You are required to use at all times the latest version of the Unova Platform. Unova does not warrant interoperability between Unova Platform versions and/or feature compatibility between Unova Platform versions. Unova shall grant no access to older Versions following automatic updates.

Unova does not warrant interoperability and/or feature compatibility between the Unova Platform and any third party software or hardware.

7.5. Fair use.

You shall make fair use of the Services. Fair use means that Your use is in compliance with Unova’s terms of service, any and all relevant and applicable rules and regulations and does not infringe any third party (intellectual property) rights.

8. Overdue Payment

All invoices shall become due within fifteen (15) days following the invoice date. Under penalty of forfeiture, any complaint as to such invoice: 1) shall be notified to Unova in writing within the relevant due date, 2) shall detail the reasons for such complaint and the amount in dispute and 3) shall be accompagnied by a settlement of the invoiced amount not in dispute. 

In the event of overdue payment, Unova shall be entitled to a yearly interest calculated on the outstanding amount on a day to day basis, at the legal interest rate (Belgian Law 02/08/02), and to a lump sum indemnification for out of court recovery costs, calculated at 10% of the outstanding amount.

9. Term and termination

The Agreement shall enter into force and effect as from the moment that the Keys are made available to You, and shall remain valid for the duration of Subscription Plan. 

Unova is entitled, in its sole discretion, either to suspend the performance of its obligations under this Agreement, to terminate this Agreement, or take appropriate action (as further defined), without prior notice and effective immediately, in the event:

• You are in default of one or more obligations under this Agreement;
• You commit an act of dishonesty, disloyalty or fraud with respect to Unova, its business or its products and/or services;
• You have become insolvent, bankrupt, dissolved or liquidated, or have voluntarily or on third party request entered into any proceedings for that purpose;
• You have transferred Your license as to the Services without express, prior, written agreement;
• You are or have become a direct competitor of Unova;
• You have shared Your Private Keys with another Person;
• You are reasonably suspected of providing false information as set fort in Article 4;
• You are reasonably suspected of any attempt to gain unauthorized access to the Services or its related systems or networks;
• You, a Facility or a User are reasonably suspected of accessing the Unova Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
• You, a Facility or a User are reasonably suspected of any action to modify or make derivative works based upon the Unova Platform;
• You, a Facility or a User are reasonably suspected of any action to reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services;

Appropriate action shall mean any action that is aimed at the termination of the use of the Services in violation of this Terms of Service, include blocking an Account Owner and/or Facility and/or User from Access and/or blocking a Device from Access.

During a suspension of the Agreement, the relevant Subscription Fee shall remain due. The Account Owner is liable as to any cost related to the reinstatement of the Services following termination of a suspension period.

10. Force Majeure

Neither Party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, omissions laws or regulations, labor strikes or difficulties, communications systems breakdowns or failure of the Internet, hardware or software failures (other than those attributable to the Party hereto that has failed to perform hereunder), transportation stoppages or slowdowns or the inability to procure supplies or materials. If any of these causes continue to prevent or delay performance for more than 14 days, the affected Party may terminate this Agreement, effective immediately upon written notice to the other Party. Notwithstanding the foregoing, this section shall not apply to requirements to make payments.

11. Liability

11.1. In general

Unova provides the Services “as is” and does not warrant that the Services meet any express or implied requirement or are fit for a particular purpose, whether notified to Unova or not.

Unova endeavors to provide the Services error-free, and to correct any defect in the Services notified to Unova within a reasonable timeframe.

Unova endeavors to provide the Services uninterrupted and without delay. In no event Unova shall be liable for any interruption or delay in the provision of the Services that is caused by a force majeure event, including network and/or server failure, supporting services failure (including, but not limited to, telecommunications, hosting and power), computer viruses, destruction or damage to Unova facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, abnormal weather condition, third party interference and/or any other causes beyond Unova‘s control.

Unova shall not be held liable for indirect, incidental, consequential and/or special damages, including loss of business or goodwill, loss of production, loss of profit and loss of Data.

Unova cannot control or verify the Data registered on the Unova Platform. Therefore, Unova shall not be held liable for any damages as a result of the false, incorrect or incomplete Data. The Account Owner is entirely responsibly for any and all registered Data and/or activities performed by the Account Owner, a Facility and/or a User under its account.

The liability of Unova under the Agreement shall be in any event limited to the Subscription Fee paid by the Account Manager under the Agreement during a twelve (12) mont period immediately preceding the event giving rise to the liability claim .

The Account Owner is liable as to any cost related to the loss of a Key.

12. Indemnification

The Account Owner shall indemnify and hold Unova, its shareholders, directors and employees harmless from and against any and all liability, losses, costs and expenses (including attorneys’ fees) in connection with any claim by a third party, including Consumers, arising out of (1) Your material breach of this Agreement, (2) any unlawful use of the Private and/or Public Keys  and/or (3) any claim arising out of the registered Data, including claims for defamation, violation of rights of publicity and/or privacy, intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of Data.

13. Intellectual Property Ownership

You agree that all intellectual property rights related to the Services and Unova Platform, including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, copyrights, designs, service marks, know-how, information, data and technology, are and shall remain at all times the exclusive property of Unova. Any use of any such intellectual property rights requires the prior consent of Unova and, except as specified in this Agreement, You shall acquire no rights whatsoever in or to such intellectual property rights.

14. License to Data

You hereby grant to Unova, and warrant the performance of this article by its Facilities, a royalty-free, non-exclusive, irrevocable right to access and log (i) any information concerning the Account Owner and/or Facilities’ actions and entries in the Unova Platform and (ii) any other information the Account Manager and/or Facilities provides to Unova for the purposes of (a) providing You with reports, (b) compiling statistics, metrics, insights and general trend data about the Services usage for, among other things, service improvements, marketing and promotional purposes. Our privacy policy applies to any personal Data accessed and logged.

15. Feedback

Unova may provide the Account Owner and/or the Facilities and/or the Users with a mechanism to provide feedback, suggestions and ideas about its Services (“Feedback”). You agree that Unova may, in its sole discretion, use the Feedback provided to Unova in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant, and warrant performance of this article by the Facilities, Unova a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information provided to Unova in the Feedback.

16. Miscellaneous

16.1. Entire Agreement

This Agreement is the complete agreement between You and Unova. Any modification of the terms herein must be in a writing signed by an authorized representative of Unova and expressly referencing the applicable provisions of this Agreement.

16.2. Severability

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible under the relevant and applicable law, so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

16.3. Waiver

Unova‘s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Unova‘s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Unova to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party’s failure to exercise or delay in exercising any of its rights under these terms will constitute or be deemed a waiver or forfeiture of those rights.

16.4. Assignment

This Agreement may not be assigned by You without the prior written approval of Unova, but may be assigned without Your consent by Unova (a) to a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) to a successor in a share purchase agreement or by way of merger. Any assignment in violation of this section will be void.

16.5. Change of Control

Any actual or proposed change in control of Your Company that results or would result in a direct competitor of Unova directly or indirectly owning or controlling 25% or more of Your Company shall entitle Unova to terminate this Agreement without notice and effective immediately.

16.6. Transfer of license

The Agreement grants You a non-exclusive, non-assignable, indivisible licence to use the Services in accordance with the terms and conditions of this Agreement. All license transfers are subject to express, prior and written approval by Unova. A transfer fee may apply and shall be determined by Unova in its sole discretion.

16.7. Notice

Unova may give notice by means of a general notice on the Services, electronic mail to Your e-mail address on record in Unova customer relationship management system, or by written communication sent by mail to Your billing address. You may give notice to Unova at any time by electronic email or by written communication sent by mail to Unova contact details:

Unova BV

Info@unova.io
Latemstraat 167,
9830 Sint-Martens-Latem
Belgium

16.8. Applicable Law and competent court

This Agreement will be governed by the laws of Belgium. The courts of Belgium, division Ghent, are competent to rule over any dispute as regards this Agreement.

16.9. Version

These Terms of Service are effective from 01/01/2021. Contact us if You require information about modifications compared to previous versions of the Terms of Service.

Version reference: 01012021