Skip to content
English
For Practices

Terms and Conditions

In this document, you will find the agreements regarding the agreement that you, as a customer (hereinafter: the "Customer"), enter into with TurnUp for the use of TurnUp's services. This document consists of:

  1. the general terms and conditions of TurnUp (hereinafter: the "Terms and Conditions").

Part 1: General Conditions

Definitions

  1. In these Terms and Conditions, the following terms have the following meanings:
  • Services

All services provided or to be provided in any way by or on behalf of TurnUp, including but not limited to SaaS Services and Other Services.

  • Customer

Any natural person or legal entity with whom TurnUp intends to enter into, enters into, or has entered into a legal relationship (including users of the Trial Account referred to in Article 2).

  • Supplier

Any licensor, subcontractor, and/or other type of supplier to TurnUp.

  • Agreement

Any agreement and/or other legal relationship between the Parties regarding the provision of Services and related matters.

  • Other Services

All services of any kind to be provided by or on behalf of TurnUp to the Customer, excluding SaaS Services.

  • Parties, respectively Party

  • Customer and/or TurnUp;

  • SaaS Services

All Software-as-a-Service (SaaS) services and related services provided or to be provided by or on behalf of TurnUp to the Customer via the internet.

TurnUp

TurnUp B.V., a private limited liability company, with its registered office at Winston Churchillplein 1/002, 9600 Ronse, Belgium, VAT number BE 0782.448.322, or any other legal entity that intends to enter into, enters into, or has entered into any legal relationship with the Customer and has declared these General Terms and Conditions applicable to that legal relationship.

  • Compensation

the compensation(s) owed by the Customer to TurnUp as consideration under the Agreement or as described in these general terms and conditions.

  • Business Day

a calendar day from 08:30 AM to 05:30 PM, excluding weekends and officially recognized holidays in Belgium.

General Terms and Conditions, Formation, and Duration of Agreement

  1. The General Terms and Conditions apply to all Agreements. Contrary general terms and conditions, including those of the Customer, are explicitly rejected. Deviations from these General Terms and Conditions can only be made explicitly and in writing between the Parties.

  2. The Agreement between the Customer and TurnUp is established by means of online registration via TurnUp's website, where the Customer can create an account and subscribe to a plan.

  3. The agreement is entered into for a specific duration of 1 or 3 years. The duration is determined in the order form and the invoice sent to the customer. Payment of the invoice confirms acceptance of the subscription period.

A subscription of 1 year can be terminated by the customer in writing with a notice period of at least 1 month before the end of the term. If the customer does not terminate the contract, the contract will be automatically renewed for a new period of 1 year.

A contract of 3 years can be terminated by the customer in writing with a notice period of at least 3 months before the end of the term. If the customer does not terminate the contract, the contract will be automatically renewed for a new period of 3 years.

If the contract is not terminated, it will be automatically and irrevocably extended for the same period.

Services

  1. Upon the conclusion of the Agreement, TurnUp commences the delivery of the Services.

  2. Services are provided on an "as is" basis and are deemed unconditionally accepted at the moment of service delivery (in the case of SaaS Services: granting access to the Services). The Customer's use of the Services and the (direct and indirect) consequences thereof are at the Customer's own risk and expense.

  3. TurnUp is entitled to modify, replace, suspend, or block the (access to) Services, including for planned (maintenance and related) downtime of the SaaS Services. TurnUp will announce downtime as far in advance as possible. The obligation to pay the Compensation by the Customer remains unaffected.

  4. In the event of a malfunction of the SaaS Services, the Customer may contact TurnUp's support desk during Business Days. The Customer is not obligated to pay a fee for support usage, provided it is done on a "fair use" basis.

Compensation & Payment

1. The Customer is periodically obligated to pay Compensation according to the rates established and announced by TurnUp, unless otherwise agreed. All rates are exclusive of taxes (such as VAT) and other levies imposed by law, unless expressly stated otherwise in writing.

2. The Customer shall pay TurnUp's invoices no later than fourteen (14) days after the invoice date. The Customer is not entitled to suspend or set off payment of the invoices.

3. TurnUp is entitled to adjust the applicable Compensation and rates once per contract year within reasonable limits. TurnUp shall inform the Customer in writing about this at least one (1) calendar month prior to the effective date of such adjustment. The Customer is entitled to terminate the Agreement with TurnUp within one month after the announced price increase.

4. If the Customer fails to pay the due amounts within the term specified in Article 4.2, without further notice of default being required, and without prejudice to other rights of TurnUp, (i) the Customer shall owe TurnUp statutory commercial interest on the amount due, and (ii) TurnUp (subject to its other rights) shall be entitled to suspend the performance of the Agreement. The Customer shall reimburse TurnUp for all collection costs incurred by TurnUp, with a minimum of 15% of the amount to be collected (regardless of its amount) or, if higher, € 250.

Customer Obligations

  1. The Customer undertakes to ensure that the information provided to TurnUp is correct in all respects. The Customer is obligated to promptly notify TurnUp of any changes to this information.

  2. The Customer is solely responsible for the (security of) data that grants access to the TurnUp environment, including the use of strong passwords. The Customer is responsible for the use of the Services, data, and content and for keeping access to and use of them confidential. The Customer is obligated to use the Services within the limits specified in the Agreement, these General Terms and Conditions, and applicable legal regulations, including legislation concerning personal data.

  3. The Customer indemnifies TurnUp against claims from third parties arising from the execution of the Agreement and/or the use of the Services by the Customer.

TurnUp Obligations

  1. TurnUp will provide qualified personnel for the delivery of Services and will endeavor to perform the delivery to the best of its ability.

  2. TurnUp aims for an availability of the SaaS Services twenty-four (24) hours a day, seven (7) days a week, but TurnUp does not guarantee that the Services will operate without interruption and/or errors. If the Services are unexpectedly unavailable, the obligation to pay the Compensation by the Customer remains unaffected, unless the unavailability lasts longer than one business day. In the latter case, TurnUp will apply a discount on the Compensation proportionate to the duration of the unavailability of the Services.

  3. TurnUp is not liable for any damages resulting from deficiencies of its Suppliers. The Customer authorizes TurnUp to accept any limitations of liability of third parties on behalf of the Customer.

Confidentiality & Personal Data

1. Parties shall not disclose to third parties, without the consent of the other party, any confidential information of the other party, including sensitive business information and other information that they may understand to be confidential.

2. In the execution of the Services, personal data of customers and employees of the Customer are processed. The Data Processing Agreement in part 2 of this document applies to these data processing activities. Personal data is always considered confidential information.

Intellectual Property

  1. The Customer is and remains the holder of all rights and powers regarding all data and information of the Customer. TurnUp, respectively its Suppliers, are the exclusive rights holders of all components of its Services (and related intellectual property rights), including technical information, codes, documentation, functionalities, and related data, information, and knowledge therein. The Customer obtains solely the non-transferable and non-exclusive right of use for the duration of the Agreement to use the Services for the normal activities of the Customer (hereinafter: the "Usage Right"). The Customer does not acquire any other (user) rights and/or other powers regarding the (intellectual property rights to) the Services.

  2. The aforementioned Usage Right solely includes the right to load and execute the Services for the number and type of users and use for which the Customer has subscribed. If TurnUp observes that the Customer provides the Services to more or different users than permitted under the Agreement, or uses the Service in any other unauthorized manner, TurnUp is entitled to retroactively charge additional fees to the Customer, apart from TurnUp's right to claim (additional) damages in such cases and take other legal measures. TurnUp is permitted to implement technical measures (including, but not limited to, module and/or user keys) to protect the Services and limit their use.

  1. For Services that TurnUp has not developed and are therefore from a Supplier, the terms of the respective Supplier apply.

TurnUp grants the customer a limited-use license on these standard programs, with the understanding that these, including the media, remain the exclusive property of TurnUp. Because the granted use license is limited, the following actions are strictly prohibited unless they are indispensable to use these standard programs under license in a manner consistent with their purpose:

• Correcting errors without the intervention of TurnUp; • Temporarily or permanently, in whole or in part, copying the standard programs, in any form or by any means; except when necessary for loading, displaying, transmitting, forwarding, or storing them, and provided that prior written permission has been granted by TurnUp; • Imitating the standard programs made available with the purpose of building them yourself and circumventing the license with TurnUp; • Any action or manipulation that allows the licensed use of the standard programs by a number of users higher than the number provided for in the special terms; • Translation, adaptation, or any other modification of the standard programs and their copies; • Any form of distribution to the public, including rental and lending, of the original standard programs or copies thereof.

All forms of distribution to the customer's parent or sister companies. However, after written permission from TurnUp, the customer can allow the use of the software package to these subsidiaries in which it has a participation of at least 51%.

For any infringement of one of the provisions of this article, the customer shall owe TURNUP compensation equal to double the updated sale price of the respective standard program in the purchase mode, and in the rental mode, a charge of 48 months, with a minimum of €50,000.

ARTICLE 24

The methods, models, descriptions, calculations, and specifications concerning the standard program, as well as the source code, remain the exclusive property of TurnUp and are not delivered to the customer. As a result, TurnUp remains the sole owner, particularly of all intellectual rights directly or indirectly related to them. However, upon the customer's request, TurnUp undertakes to deposit the source codes of the standard programs covered by the specific agreements with a third party designated as a custodian. This entity may only hand over the source codes to the customer in the following cases:

TurnUp informs the customer that the standard programs are no longer commercially supported and that it no longer provides maintenance.

In case of dissolution (excluding merger, acquisition, or division) or bankruptcy of TurnUp, except when the liquidator or curator has transferred TurnUp's rights and obligations with respect to the relevant software package to third parties within three months from its dissolution or bankruptcy.

The costs associated with depositing the source codes of the standard programs with a custodian will be invoiced directly to the customer by the custodian. Additionally, TurnUp will invoice the costs and services resulting from this deposit, particularly those related to the preparation of the magnetized data carriers.

Liability

1. TurnUp is not liable for damages resulting from or caused by the temporary unavailability, malfunctioning, and/or (intermittent) failure of (parts of) the Services.

2. For other damages, TurnUp is only liable for attributable direct damages. Direct damages are understood to mean exclusively: (a) reasonable costs incurred to determine the cause and extent of the damage, (b) reasonable costs necessary to ensure that the deficient performance of TurnUp complies with the agreement, and (c) reasonable costs incurred to prevent or limit damage. TurnUp's liability for all other forms of damage than those mentioned above, including but not limited to indirect damage, consequential damage, loss of turnover or profit, lost customers, reputational damage, immaterial damage, missed savings, missed orders, missed investments, or damage due to business interruption, is excluded. TurnUp's liability for direct damages, costs, or other disadvantages under the Agreement, including TurnUp's data processing agreement, or damages resulting from an unlawful act committed by the Customer, is always limited to the Compensation invoiced by TurnUp to the Customer for the Services, exclusive of VAT, over the six (6) month period immediately preceding the event causing the damage, with a maximum of €20,000.

3. The Customer's right to compensation arises only if the Customer has notified TurnUp in writing within thirty (30) days after the Customer could reasonably discover the occurrence of the damage.

4. Nothing in these General Terms and Conditions limits TurnUp's liability for damages resulting from intent or willful recklessness by TurnUp.

Termination

1. Each Party is entitled to terminate the respective Agreement immediately, without further notice of default and without prior judicial intervention, by registered letter if (i) the other Party applies for suspension of payments or is declared bankrupt, or (ii) the other Party is a legal entity and is dissolved.

2. Upon termination of the agreement, by whatever means, the provisions shall remain in force which clearly intend to remain in force after termination, including, in any case, the provisions in Articles 7, 8, and 9.

Final Provisions

  1. TurnUp is entitled to amend these General Terms and Conditions from time to time. Changes will be communicated to the Customer by email at least one month prior to the effective date of the amendment.

  2. By accepting these general terms and conditions, the user accepts the general terms and conditions for everyone within his or her same organization and/or sister-mother organization, who uses the services of TurnUp. This also applies to users without a specific agreement with TurnUp.

  3. TurnUp is entitled to fully or partially outsource and/or transfer its rights and obligations under any Agreement.

  4. All disputes arising from the Agreement, these General Terms and Conditions, and/or the Data Processing Agreement and/or their execution and related thereto, shall be exclusively submitted to the competent court in Oudenaarde, Belgium.