Version: 2026-10-09
1.1 These Terms of Service (the “Terms”) govern access to and use of the CMR-JET software-as-a-service platform (the “Service”) provided by Ten Square BV, VAT BE 0728.686.863, with its statutory seat at Pater Asteerstraat 56, 3970 Leopoldsburg, Belgium (“Ten Square”, “we”, “us”), to the business or professional customer identified during registration or in an ordering document (the “Customer”, “you”). An “Order” means a plan selection or other ordering document accepted by the Customer and Ten Square.
1.2 By actively accepting these Terms prior to creating a workspace or placing an order, the individual accepting them confirms that they have been provided with a prior opportunity to read, download, save and print these Terms, that they are acting on behalf of the Customer, have full authority to legally bind the Customer, and agree that the Customer is fully bound by these Terms. The Customer is responsible for downloading and retaining a copy of the accepted Terms for its records.
1.3 These Terms apply only to business and professional use. They do not apply to consumers.
1.4 These Terms, each applicable Order, and any separately executed DPA or SLA form the “Agreement” between the parties.
2.1 The Service enables Customers to create, manage, store, print, export, and share CMR consignment notes and related operational documents. Available features, included usage, and limits depend on the selected subscription plan and any applicable Order.
2.2 The Service is provided solely as a software-as-a-service document and workflow tool. It does not act as a carrier, freight forwarder, logistics provider, legal adviser, tax adviser, public authority, recognised printer, or statutory archive. Ten Square does not prepare, issue, sign, verify or use transport documents on the Customer’s behalf and does not warrant or determine whether a particular document, form, transport operation, or use complies with applicable laws or is legally valid in any jurisdiction.
2.3 The Customer is solely and exclusively responsible for:
selecting the correct document type, form, format, language, paper stock, print mode, numbering, number of copies, and signing method for each transport;
entering complete and accurate information, reviewing all generated output before issuance or operational use, obtaining the required signatures, and correcting any errors;
determining which transport, CMR, customs, tax, accounting, evidentiary, archiving, and other legal requirements apply; and
the lawful issuance, delivery, use, exchange, execution and retention of each document, including acceptance by carriers, counterparties, authorities, and courts.
2.4 For scenarios that the Service identifies as involving the Belgian pre-printed-form restriction, the Service displays a notice referring to the Belgian recognised-printer and recognised-numbering requirements, and supports printing the Customer’s entered data onto an appropriate pre-printed form obtained by the Customer from an authorised source, including a recognised printer where required. This notice depends on the document category and country data entered by the Customer and is an operational aid, not a legal determination. It does not replace or diminish the Customer’s responsibility and obligations under Section 2.3. Ten Square does not represent or warrant that the notice identifies every situation in which Belgian requirements do or do not apply.
2.5 Ten Square may provide instructions, templates, validation alerts, and other guidance within the Service. These features are provided for operational workflow assistance only, they do not constitute legal, tax or regulatory advice, and do not transfer any of the responsibilities of the Customer under Section 2 to Ten Square.
3.1 The Customer must be an undertaking acting exclusively for business or professional purposes. Eligible Customers include companies, legal entities and other organisations, as well as sole traders and self-employed professionals acting in their commercial or professional capacity. Personal, private or household use is strictly prohibited. By registering, the Customer irrevocably warrants that it is acting as a business entity and not as a consumer.
3.2 As a condition of self-service registration, the Customer must provide a valid VAT identification number and accurate company and billing information. Ten Square may verify the VAT number through the European Commission’s VIES service and retain the verification result and consultation reference for billing, tax and regulatory compliance purposes. If VIES is temporarily unavailable, Ten Square may allow registration or checkout to proceed with verification pending. Ten Square reserves the right to charge applicable local VAT retrospectively if valid tax-exemption credentials are not provided. A VAT number that VIES or Ten Square confirms as invalid or inactive may be rejected and must be corrected.
3.3 A business that has no VAT identification number or is exempt from VAT registration may contact Ten Square to request manual registration. Ten Square may request reasonable evidence of its business or professional capacity and is not obliged to approve an exception. An exception does not permit consumer use.
3.4 The Customer must keep its registration, billing, and contact information complete, accurate and current at all times. It must promptly correct a VAT number that ceases to be valid. Ten Square may restrict checkout and access or plan changes while required business or billing information is incomplete, outdated or cannot be validated.
3.5 The Customer controls which individuals it authorises to use its workspace (“Authorised Users”) and is responsible for their acts, omissions, declarations and commitments in connection with the Service. All actions, omissions, declarations and commitments performed by Authorised Users within the workspace are legally attributable to the Customer. The Customer must assign access only where needed, keep credentials confidential, prevent account sharing, promptly remove access that is no longer required, and notify Ten Square without undue delay of suspected unauthorised use.
4.1 Trial. Unless a different period is expressly offered during registration, a new Customer may receive a fourteen (14) calendar-day trial without providing a payment method. The trial provides the feature level shown to the Customer when the trial is activated. A trial is free, does not automatically convert into a paid subscription, and may be subject to reasonable anti-abuse controls.
4.2 Conversion during a trial. To continue on a paid plan, the Customer must actively select a plan and provide a valid payment method through the checkout made available by Ten Square’s payment provider. Where the Customer subscribes with more than forty-eight (48) hours remaining in the trial, the remaining trial period is normally preserved and the first subscription charge falls due at the original trial end. Where less than forty-eight (48) hours remain, the paid subscription may begin and be charged immediately, as shown at checkout.
4.3 Trial expiry. If the Customer does not complete a paid subscription, the trial expires and the workspace enters a read-only export state. For the data lifecycle in Section 5.8, expiry without conversion is recorded as a terminal end and starts the ninety-day export window. The Customer may review and export existing data and use the subscription routes made available in the Service, but may not create or modify operational data. Trial expiry is not an automatic paid conversion. If the Customer successfully completes a paid subscription during the export window, and no other ground for suspension or termination applies, Ten Square will reactivate the workspace and cancel the pending deletion process, provided active deletion has not begun.
4.4 Monthly and annual subscriptions. The Customer chooses a monthly or annual billing cadence when subscribing. Monthly subscriptions are billed in advance for successive monthly periods. Annual subscriptions are billed in advance for successive annual periods and may include the annual discount shown at checkout. In each case, the subscription renews automatically on the same cadence until cancelled in accordance with Section 10.2. If a monthly renewal date does not occur in a month, renewal falls on the last day of that month. Ten Square may adjust subscription prices for subsequent renewal terms upon giving at least thirty (30) calendar days’ advance written notice. If the Customer does not agree with the price adjustment, it may cancel its subscription prior to the renewal date in accordance with Section 10.2.
4.5 Prices and variable charges. All prices are stated in euro and exclude VAT and other applicable taxes or levies. In addition to the base subscription fee, the Customer must pay any per-document overage, additional-user charge, or other usage-based amount clearly stated for its plan or shown for confirmation before the relevant chargeable action. Usage allowances are measured over the applicable billing period, not necessarily a calendar month. Plan changes, additional seats, and similar mid-period changes may be prorated as shown before confirmation.
4.6 Storage fair use. Standard plans may include a storage fair-use allowance stated in the Service or on the pricing page. Storage is not billed as a separate overage under the standard plans unless an Order expressly provides otherwise. The Service may warn the Customer when it reaches its allowance and may block new user-initiated photo, scan, or attachment uploads when usage reaches twice that allowance. Signature uploads and system-generated artefacts are not blocked solely for that reason. Enterprise allowances may be agreed in an Order.
4.7 Taxes and invoices. VAT and other applicable taxes are calculated and charged in accordance with applicable law. The Customer is responsible for the accuracy of its billing details and VAT status. Stripe is used as the payment rail and may calculate tax and process recurring charges; the legally applicable fiscal invoice may be issued through Ten Square’s accounting or e-invoicing provider in accordance with mandatory Belgian and EU electronic invoicing regulations (including structured e-invoices via Peppol where applicable). The Customer expressly agrees to receive electronic invoices. A payment-provider receipt or hosted payment page is not necessarily the fiscal invoice.
4.8 Payment authorisation. By providing a payment method, the Customer authorises Ten Square and its payment provider to charge all fees and taxes due under the selected monthly or annual subscription, including confirmed variable charges. The Customer must maintain a valid payment method and pay invoices when due.
4.9 Failed payments, dunning and interest. When a recurring payment fails, the subscription enters a past-due or dunning state. Ten Square or its payment provider will normally make a limited number of automatic retry attempts over approximately seven (7) days after the initial failure and may send a notification for each attempt. The workspace remains operational during dunning. If payment has not succeeded by the end of the dunning sequence, Ten Square may suspend the workspace in read-only mode. A successful payment resets the dunning status and reactivates a workspace suspended solely for non-payment. A dunning suspension is not a terminal end and does not start the export or deletion process in Section 5.8. If all amounts due remain unpaid for thirty (30) calendar days after suspension, Ten Square may cancel the subscription after written notice. That cancellation is a terminal end under Section 5.8. In the event of non-payment or late payment of any amount due, statutory late payment interest shall accrue automatically and without prior notice of default at the rate provided by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with a contractual damages fee of 10% of the principal unpaid amount (with a minimum of EUR 50).
4.10 Except where these Terms, an Order, or mandatory law expressly provide otherwise, fees already paid for a monthly or annual billing period are non-refundable and non-creditable. This does not affect any express pro-rata refund right under Section 8.3.
5.1 The Customer retains all right, title, and interest in the data, documents, files, images, records, and other content submitted to or generated for its workspace from its inputs (“Customer Data”). The Customer grants Ten Square and its sub-processors a worldwide, non-exclusive, royalty-free right to host, copy, transmit, display, back up, and otherwise process Customer Data only as necessary to provide, secure, support, and maintain the Service, comply with law, and follow the Customer’s lawful documented instructions. Ten Square may aggregate and anonymise data derived from the Customer’s use of the Service to generate statistical, analytical, and operational insights, provided that such aggregated data can in no way identify the Customer or any data subject.
5.2 For personal data contained in Customer Data, the Customer acts as controller and Ten Square acts as processor. The parties’ processor obligations are governed by the Data Processing Agreement identified in Schedule A (the “DPA”) once that DPA has been validly entered into by the parties. The DPA is a distinct contract document.
5.3 Each party must comply with the data-protection laws applicable to its own role. The Customer is responsible for the lawfulness, accuracy, and quality of Customer Data and for providing all required information to data subjects and establishing a valid legal basis for Ten Square’s processing on its behalf. The Customer warrants and represents that it has obtained all necessary rights, consents, and legal authorisations to submit Customer Data to the Service. The Customer must not instruct Ten Square to process data unlawfully or submit data outside the intended scope of the Service.
5.4 Ten Square processes personal data in Customer Data only on the Customer’s documented instructions, except where Union or Member State law requires otherwise. Ten Square will not access Customer Data except as needed to provide, secure, support, or maintain the Service, respond to the Customer, investigate abuse or an incident, or comply with law. Further details, including security, sub-processors, international transfers, assistance, audits, and personal-data breaches, are governed by the DPA.
5.5 Ten Square processes account, billing, support, security, and similar data for its own business purposes as a controller. That processing is described in Ten Square’s privacy policy.
5.6 Transport documents in an active workspace are kept for the term of the subscription and then handled in accordance with Sections 5.8 to 5.10. Evidence files linked to delivery events or claims (such as proof-of-delivery photos) are deleted automatically once a retention period that the Service sets per country when the document is activated (currently five to ten years) has passed, unless an open claim recorded in the Service requires a longer hold. The Customer determines how long it must keep transport documents and evidence under applicable law and must export them in time (Section 5.7). These retention settings are operational assistance, not legal advice or a representation that a period is correct for the Customer, a particular document, or a particular country.
5.7 The Customer must regularly export or otherwise retain any Customer Data it needs for business continuity or statutory archiving. The Service is not the Customer’s exclusive backup or statutory archive, and Ten Square is not the Customer’s record keeper for CMR, transport, accounting, tax, customs, or other retention duties.
5.8 Terminal end and export window. A terminal end occurs when the subscription is recorded as cancelled after a cancellation or termination has become effective, or when a trial expires without conversion under Section 4.3. It does not include a past-due or dunning-suspended state before formal cancellation under Section 4.9. At a terminal end, the workspace becomes read-only and Customer Data remains available for export for ninety (90) calendar days. The Customer may not create new operational data during that window and is solely responsible for completing its export before the window expires. If Ten Square reactivates the workspace during that window, the terminal-end deletion clock is cancelled unless active deletion has already begun.
5.9 Deletion after the export window. After the ninety-day export window, the workspace becomes eligible for purge and is placed in Ten Square’s deliberate-deletion process. Deletion is a controlled, logged action and is not represented as an unattended deletion at the exact end of day ninety. Subject to any legal hold or retention required by Union or Member State law, Ten Square will remove Customer Data from active production systems through that process and may provide written confirmation in accordance with the DPA.
5.10 Customer Data remaining in ordinary operational backups after deletion from active systems is isolated from normal use, is not actively processed except where a restore or security need requires it, and ages out in accordance with the backup-retention periods stated in Annex II to the DPA. If a backup is restored, the applicable deletion state must be reapplied. Backup expiry does not affect billing records or other data that Ten Square must retain in its own capacity under applicable law.
5.11 The end of the subscription and Ten Square’s deletion of Customer Data do not relieve the Customer of any legal or contractual duty to retain transport documents or other records. The Customer must preserve its own export for as long as required.
6.1 The Customer shall use the Service only for its internal business operations, in accordance with these Terms, the documentation, the applicable plan, and applicable law. It must ensure that Authorised Users and anyone acting through its workspace do the same.
6.2 The Customer shall not, and must not permit any third party to:
6.3 Ten Square may investigate suspected violations and take proportionate protective measures, including removing or disabling unlawful content, restricting a feature, or suspending access. Ten Square may act immediately where reasonably necessary to protect the Service, Customer Data, other customers, or third parties, or to comply with law. Where reasonably practicable and required under applicable law, Ten Square will inform the Customer of the reason and allow it to remedy the violation. Access may be restored after the risk or breach has been resolved to Ten Square’s reasonable satisfaction.
6.4 Any violation of this Section shall constitute a material breach of the Agreement. In the event of an actual or reasonably suspected violation, Ten Square reserves the right to immediately suspend or terminate access to the Service in whole or in part, without prior notice or judicial intervention, without liability, and without prejudice to Ten Square’s right to claim full compensation for any damages.
7.1 The Service, including its underlying software, databases, source code, architecture, designs, user interfaces, documentation, trade names, branding, logos, and all modifications and updates thereto, is and remains the property of Ten Square or its licensors. All rights not expressly granted to the Customer are reserved.
7.2 Subject to the Customer’s compliance with these Terms and timely payment of all applicable fees, Ten Square grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service strictly for the Customer’s internal business purposes during the subscription term. The Customer receives no right to source code and no ownership right in the Service.
7.3 Nothing in these Terms grants the Customer any right or title to use the trademarks, service marks, trade names, logos, or domain names of Ten Square or CMR-JET without Ten Square’s express prior written consent. The Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary-rights notice in the Service, documentation, or generated output.
7.4 The Service may incorporate or use third-party open-source software (“OSS”). Information about material OSS components and their licences is available in the Service documentation or on request. Where an applicable OSS licence requires, that licence governs the relevant component instead of these Terms. Nothing in these Terms restricts rights granted under, or grants rights that supersede, an applicable OSS licence.
7.5 If the Customer voluntarily provides suggestions or feedback about the Service, Ten Square may use them without restriction or payment, provided that this does not grant Ten Square any right in Customer Data or identify the Customer publicly without permission.
8.1 Ten Square shall use commercially reasonable efforts to maintain the availability and performance of the Service and to provide it with reasonable skill and care. The Service is provided on an “as is” and “as available” basis. The Service may be unavailable because of maintenance, defects, security measures, force majeure, internet or telecommunications failures, or third-party services. Unless a separate written Service Level Agreement (an “SLA”) expressly states otherwise, Ten Square does not warrant or guarantee uninterrupted, error-free or delay-free availability and operation, any minimum uptime, or any service credit or other financial remedy for unavailability.
8.2 Ten Square reserves the right to perform scheduled or emergency maintenance. It will give advance notice of scheduled maintenance where reasonably practicable. Ten Square aims to respond to support requests within one business day, but this is a best-effort target, not a guaranteed response or resolution time.
8.3 Ten Square continuously improves the Service and reserves the right to modify, update and improve the Service. It will give at least thirty (30) days’ notice before a material reduction of the core functionality of a paid plan, unless the change is urgently required for security, legal, regulatory, or third-party-dependency reasons. If a notified material reduction substantially impairs the Customer’s use, the Customer may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period after termination.
8.4 A quantified uptime commitment applies only if expressly agreed in a separate written SLA, normally for an Enterprise subscription. The SLA must define the metric, measurement period, exclusions, claim process, and remedy. Unless that SLA expressly provides a lower amount, all service credits granted under an SLA, for an affected billing period are capped in aggregate at twenty per cent (20%) of the subscription fee attributable to that billing period and are the Customer’s sole and exclusive remedy for failure to meet the SLA uptime commitment.
9.1 “Confidential Information” means non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or should reasonably be understood as confidential in light of its nature and the circumstances of disclosure. It includes business, technical, security, product, pricing, and customer information and trade secrets. Customer Data is the Customer’s Confidential Information.
9.2 The Receiving Party must use Confidential Information only to exercise its rights and perform its obligations under the Agreement. It must protect that information with the same care it uses for its own confidential information of similar importance and with no less than reasonable care. It may disclose Confidential Information only to personnel, professional advisers, and contractors who need to know it for the purposes of the Agreement and are bound by confidentiality obligations at least as protective as this Section.
9.3 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public without breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is developed independently without use of the Disclosing Party’s Confidential Information.
9.4 If law or a binding judicial or administrative authority requires disclosure, the Receiving Party may disclose only what is required and, where legally permitted, must give the Disclosing Party advance notice and reasonable assistance to seek protective treatment.
9.5 These confidentiality obligations apply during the Agreement and for five (5) years after it ends. A trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
10.1 These Terms apply from when the Customer accepts them and continue for as long as the Customer has a trial, subscription, or continuing right to access the Service.
10.2 The Customer may cancel a monthly or annual subscription at any time. Cancellation takes effect at the end of the then-current monthly or annual billing period, and access continues until that date unless the Service has otherwise been suspended. Cancellation stops the next renewal but does not create a refund for the current period except as expressly stated in these Terms, an Order, or mandatory law.
10.3 Ten Square may suspend access as provided in Sections 4.9 and 6.3, where the Customer materially breaches the Agreement, where suspension is reasonably necessary to prevent harm or address a security risk, or where continued provision would violate law or a binding order. A suspension is temporary unless Ten Square or the Customer subsequently terminates the Agreement or the subscription otherwise reaches a terminal end.
10.4 Either party may terminate the Agreement for a material breach by the other party that is not remedied within a reasonable period after written notice, where the breach is capable of remedy. Either party may terminate immediately upon written notice where the breach is incapable of remedy, involves fraud or an unlawful use of the Service, or creates a material security or third-party risk. To the extent permitted by mandatory law, either party may also terminate the Agreement immediately if the other party enters into voluntary or judicial liquidation, ceases its business activities, is declared bankrupt or files for bankruptcy.
10.5 On a terminal end: (a) the Customer’s right to create or modify operational data ends; (b) unpaid fees accrued up to the effective date remain due; (c) the read-only export and deletion process in Sections 5.8 to 5.11 applies; and (d) each party must stop using and, on request, return or delete the other’s Confidential Information, subject to the Customer Data process, ordinary backups, and legal retention duties.
10.6 Sections 2.2 to 2.5, 4.10, 5, 7, 9, 10.5, 11, 12, 13, 14, and those parts of Section 15 that by their nature should continue, survive termination.
11.1 Ten Square warrants that it will provide the Service with reasonable skill and care, using industry-standard measures.
11.2 Except for the express warranty in Section 11.1 and to the fullest extent permitted by mandatory applicable law, the Service and all related output are provided on an “as is” and “as available” basis. Ten Square disclaims all other express, implied, statutory, or other warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.
11.3 Ten Square does not warrant or represent that a document or workflow produced through the Service is complete, legally compliant, legally valid, fit for a particular transport, accepted by any counterparty, carrier, consignee or authority, or sufficient to satisfy the Customer’s statutory, evidentiary or retention duties. Results depend on Customer Data, configuration, equipment, paper stock, third-party systems, and the Customer’s review and use.
11.4 Nothing in this Section excludes or limits a warranty, guarantee or remedy that cannot lawfully be excluded or limited in a B2B agreement under applicable mandatory Belgian law.
12.1 To the fullest extent permitted by law, Ten Square’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total subscription fees actually paid by the Customer to Ten Square in the twelve (12) months immediately preceding the event giving rise to the first claim. All related events and claims are treated as one claim for the purpose of this cap.
12.2 To the fullest extent permitted by law, Ten Square is not liable for any indirect, incidental, consequential, special, statutory, exemplary, or punitive loss or damage, or for any loss of actual or anticipated profit, revenue, business, contracts, opportunity, reputation, goodwill, expected savings, or data, corruption of data, or business interruption, even if informed that such loss or damage was possible.
12.3 Nothing in these Terms limits or excludes Ten Square’s liability for: (a) death or personal injury caused by its gross negligence; (b) fraud or wilful misconduct; or (c) any liability that cannot be limited or excluded under mandatory applicable law.
12.4 The exclusion in Section 12.2 does not prevent recovery of: (a) amounts payable under Ten Square’s express intellectual-property indemnity in Section 13.2; or (b) direct loss resulting from Ten Square’s breach of its applicable data-protection obligations under Section 5 or the DPA. Those liabilities remain part of, and do not increase, the aggregate cap in Section 12.1, except to the extent that the DPA or mandatory law expressly requires otherwise. A separately negotiated Enterprise Order may agree a higher specific IP cap in writing.
12.5 The limitations in this Section reflect the allocation of risk between the parties and apply notwithstanding the failure of any limited remedy’s essential purpose.
13.1 The Customer will defend, indemnify, and hold harmless Ten Square and its directors, personnel, and affiliates from and against any third-party claims, damages, liabilities, costs, and reasonable legal fees arising from: (a) Customer Data or the Customer’s documents infringing a third party’s rights or violating law; (b) the Customer’s or an Authorised User’s unlawful or unauthorised use of the Service; (c) the Customer’s breach of Sections 2.3, 3, 5.3, or 6; or (d) a transport document’s content, issue, execution, exchange, retention, or use, except to the extent caused by Ten Square’s breach of the Agreement.
13.2 Ten Square will defend the Customer against a third-party claim alleging that the Service, when used by the Customer as permitted by the Agreement, directly infringes that third party’s intellectual-property right, and will pay reasonable damages and costs finally awarded by a competent court or agreed in a settlement approved by Ten Square.
13.3 Ten Square has no obligation under Section 13.2 to the extent a claim arises from: (a) Customer Data or third-party data provided by the Customer; (b) a Customer specification or instruction; (c) modification not made by Ten Square; (d) combination with an item, software or system not provided or required by Ten Square; (e) use outside the Agreement or documentation; (f) continued use after Ten Square has offered a non-infringing alternative or instructed the Customer to stop; or (g) an OSS component to the extent the applicable OSS licence allocates the relevant rights and remedies.
13.4 If an infringement claim is made or reasonably likely, Ten Square may, at its option: (a) obtain the right for the Customer to continue using the affected part; (b) modify or replace it with materially equivalent non-infringing functionality; or (c) terminate the affected part of the Service and refund prepaid subscription fees attributable to the unused period. Together with Section 13.2, these are the Customer’s exclusive remedies for an intellectual-property infringement claim.
13.5 A party seeking indemnification must promptly notify the indemnifying party, give it control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that admits fault by, or imposes a non-monetary obligation on, the indemnified party without its prior written consent, not to be unreasonably withheld. A delayed notice relieves the indemnifying party only to the extent it is materially prejudiced.
13.6 Ten Square’s aggregate liability under Section 13.2 is subject to Section 12, including the cap in Section 12.1. For an Enterprise Customer, a higher specific IP cap applies only if expressly agreed in an Order.
14.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with Belgian law, without regard to conflict-of-laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
14.2 The courts competent for the place of Ten Square’s statutory seat have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement, subject to any jurisdiction that cannot validly be excluded by mandatory law.
15.1 Notices. Contractual notices must be in writing and sent by email to the Customer’s owner, administrator, or billing contact on file and, for notices to Ten Square, to the contact address designated in the Service or applicable Order. A party must keep its notice details current.
15.2 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that Ten Square may assign it to an affiliate or in connection with a merger, reorganisation, sale of substantially all relevant assets, or transfer of the Service. Any other attempted assignment is void.
15.3 Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, or exclusive arrangement. Neither party may bind the other except as expressly agreed.
15.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including but not limited to cyberattacks, telecommunication failures, or grid outages), except that this does not excuse the Customer’s obligation to pay amounts already due. The affected party must use reasonable efforts to mitigate the effect and resume performance.
15.5 Entire agreement and order of precedence. These Terms, each applicable Order, any separately executed DPA, and any separately executed SLA constitute the entire agreement concerning the Service and supersede prior proposals and understandings on that subject. A Customer purchase order is administrative only and its terms do not apply. In a conflict: (a) mandatory Standard Contractual Clauses prevail where applicable; (b) the DPA prevails for its subject matter; (c) an SLA prevails only for the service levels it expressly governs; (d) an Order prevails only where it expressly identifies the provision of these Terms it overrides; and (e) these Terms otherwise prevail. Ten Square’s privacy policy is not part of the Agreement.
15.6 Amendments. Ten Square may amend these Terms by giving at least thirty (30) days’ prior notice. Changes required urgently for law or security may take effect sooner, with as much notice as reasonably practicable. If the Customer does not agree to a material amendment, it may cancel its subscription without penalty or compensation before the amendment takes effect. Continued use after the effective date constitutes acceptance of the amended Terms to the extent permitted by law.
15.7 Severability. If a provision is held invalid or unenforceable, it will be limited or replaced to the minimum extent necessary to make it enforceable while preserving its intent, and the remainder of the Agreement continues in effect.
15.8 No waiver. A failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and only for the specific occasion for which it is given.
15.9 No third-party rights. Except for persons expressly protected under an indemnity, the Agreement does not grant rights to any third party.
15.10 Authoritative language. The English version of these Terms is the sole authoritative and binding version. Any Dutch, German, or French translation is provided as a non-binding courtesy only. If there is any inconsistency, the English version prevails.
The DPA is provided as a separate document and contains its own Annex I (Description of the Processing), Annex II (Technical and Organisational Measures), and Annex III (SCC Completion Options). “Schedule A” is the consistent reference to that separate DPA within these Terms; the annexes are annexes to the DPA, not schedules to these Terms.
The DPA becomes part of the Agreement when it has been validly entered into by the parties. These Terms do not prescribe that method. Acceptance of these Terms alone does not by itself evidence that the DPA has also been entered into.