In this Agreement, the following terms are to be understood as follows:
Contract : the contract resulting from all the contractual documents exchanged between the parties, which include these General Conditions, prices and tariffs, purchase orders, and quotes.
Application : Social Seeder’s cloud-based software Application made available to the Licensee within the framework of this Agreement’s implementation.
Social Seeder : A company incorporated under Belgian law, with its head office at Schaarbeeklei 647, B-1800 Vilvoorde, and with company number VAT-BE 0524.991.813.
Licensee : Any natural or legal person purchasing or wishing to purchase the Application under the terms and conditions set out in this Agreement.
End-user : Any natural person using the Application on behalf of the Licensee and in accordance with the rights granted to the Licensee.
Social Seeder reserves the right to revise or update the Terms and Conditions periodically. Each revision shall take effect as soon as the new Terms and Conditions are accepted by the licensee. The End User understands and accepts that continued use of the Application after the publication of the new Terms and Conditions implies consent to the changes. You are responsible for periodically reviewing the Terms and Conditions.
This Agreement includes the entire agreement between the Parties with regard to the Application’s possession and use. It serves to replace any previous agreement between the Parties regarding this matter. Any derogation from or addition to this Agreement shall only be valid to the extent that a mutual written agreement is reached.
Social Seeder grants the Licensee the non-exclusive right to use the software (or service or SaaS) of Social Seeder for the duration agreed between parties in accordance with the provisos set out in this Agreement and the order form or the price quotation.
Social Seeder, is an Application which Social Seeder makes available to the Licensee to write to ambassadors requesting them to share content through the ambassadors’ social media and to monitor these results.
This Agreement governs the Licensee’s right to use the Application and its functionalities and services. The Licensee may grant the right of use to End Users at its responsibility. The rights and obligations under this agreement also apply to the End User. The Licensee is liable for the acts, conduct and all actions relating to the Application for any person to whom it has directly or indirectly granted access to the Application. Social Seeder may refuse an End User should there be convincing reasons to do so.
Pursuant to payment by the License fee and subject to the terms and conditions of this Agreement, Social Seeder grants the Licensee and End Users a non-transferable, non-exclusive, worldwide usage right to the Social Seeder Application that cannot be sublicensed. Any other use or operation not expressly conferred on the Licensee and End User in this Agreement shall not be permitted without the express written consent of Social Seeder.
The Licensee shall not reverse engineer, disassemble or decompile, or in any way attempt to obtain the source code or structural framework of the Application, except and solely where permitted by the relevant legislation. The Licensee shall not be entitled to modify the Application or make any derivative work. Nor is the Licensee entitled to sell, grant, distribute, (sub)license, rent, lease, loan or transfer the Application in whole or in part or to do such for rights granted it in any manner whatsoever. Nor may it disclose the Application to a third party without the prior written consent of Social Seeder.
Every End User must register his or her user account in order to use the Application. The End User is presumed to have given a correct, truthful, current and complete representation. Depending on the End User’s capacity, it may be absolutely essential that certain information be provided. This obligation is applicable to both the initial creation of the User Profile and its future use. It is the sole responsibility of the End User to correct or delete obsolete information.
Each User Profile is strictly individual, personal, and confidential. A user profile is not transferable to third parties without the express permission of Social Seeder. The End User is exclusively responsible for all User Profile-related actions and is likewise required to safeguard the User Profile’s confidentiality, including login data. Any violation of confidential nature must be reported to Social Seeder so that the necessary measures can be taken.
Social Seeder does not actively monitor the User Profiles created but reserves the right to take appropriate measures in cases where this is required.
Restrictions on usage rights
The usage is restricted in the sense that this use may not conflict with the Terms and Conditions, applicable law, third party rights, and generally accepted principles with regard to the internet. The following actions are therefore also absolutely prohibited:
Should End-Users be able to add content via the Application, Social Seeder can in no way whatsoever countenance content bearing the following characteristics:
The Social Seeder Application is exceptionally and solely suited to distribute storified content (or have it distributed), in the broadest sense of the term. Social Seeder forbids the Licensee from using Social Seeder Application for any form of mere price and product communication (tactical promotions, last-minute actions, temporary price advantages, special offers, etc.).
However, this prohibition does not apply to conducting Social Selling Campaigns. These are campaigns in which the sales staff share campaigns with a more commercial orientation on their social networks.
The End User must refrain from making any use of the Application and the additional services that are significantly higher than the use by an average End User: known as excessive use. Excessive use must be avoided due to the risk of damaging the network or causing a system overload of the Application and services. In case of excessive use, Social Seeder shall inform the End User of this and take the necessary steps to reduce use. In the event that the overload is of a structural nature, the Parties shall enter into mediation to seek a solution should Social Seeder make a written request to this effect. Social Seeder reserves the right to suspend its obligations by virtue of these Terms and Conditions to guarantee the usage quality of other End Users.
Maximum number of unique ambassadors
Each License as well as each one-off campaign is linked to a maximum number of unique ambassadors. A unique ambassador is any person invited by a Licensee via the Social Seeder Application to share a message on his or her social media. Whether or not this person actually shares or will share messages does not decisively determine the number of unique ambassadors.
Social Seeder reserves the right to take all reasonable and appropriate measures should the End User act in violation of the user terms and conditions and obligations are known to it, applicable legal rules, third party rights, or generally accepted rules of internet conduct. Social Seeder retains a wide margin of discretion regarding the taking of sanctions and remedial measures and the scope of these measures.
Social Seeder has, among other things, the option to temporarily and/or permanently suspend the right of use, as well as to delete a User Profile. In addition, Social Seeder can limit the End User’s general access to and access to functionalities of the Application, either fully or in part and either temporarily or permanently. The deletion of a User Profile may imply the (future) deletion of all content added. These measures may be taken without prior warning and/or notification should the situation so require. The User shall under no circumstances be entitled to claim repayment or compensation for the measures taken.
Should the End-User be of the opinion that Social Seeder has taken these measures in error, Social Seeder shall include these arguments in its assessment without being obliged to nullify the original measures.
Proper functioning, security, and accessibility
You can be assured that Social Seeder offers a user-friendly Application that is safe for every user. Social Seeder guarantees uninterrupted availability of the software. Social Seeder has taken all the technical, non-technical and organizational measures reasonable and necessary to guarantee this commitment. To the greatest extent possible, interruptions and outages are always repaired in short order. These obligations qualify as an obligation of means.
Social Seeder is entitled to at all times limit and/or temporarily interrupt access to the Application, in part or in full, without the need to provide any advance notice. Social Seeder shall, in principle, only do this if circumstances so warrant, but this is not an absolute condition.
The Licensee can rely on the proper functioning and secure nature of Social Seeder. Within the limits of what it can do, Social Seeder has also at this level taken all the technical, non-technical, and organizational measures necessary and reasonable to guarantee this proper functioning and secure nature. In addition to preventive measures, Social Seeder also takes all reasonable and possible remedial measures as soon as the proper functioning and secure nature of Social Seeder is jeopardized. Social Seeder undertakes to take all possible, reasonable measures with regard to the data uploaded in order to protect against accidental or unlawful destruction, accidental loss, editing, unauthorized disclosure, and other such access. Social Seeder guarantees that the Licensee shall be immediately informed of the potential risks and actions to be taken.
The Licensee declares him or herself to be aware of the specified hardware, (browser) software, and ICT resources required to properly gain access to the services. The equipment and software used must comply with Social Seeder’s system requirements. The Licensee is solely responsible for taking all possible measures to obtain access to the service. The Licensee can only use the software and services for lawful purposes and within the scope of the original objective of this agreement.
The Licensee is the sole party fully liable for any data content processed using the software. Social Seeder does not monitor or take cognizance of the data added. Should the software be used to process data that is not in accordance with the original objectives, Social Seeder is entitled to temporarily or permanently suspend the service provision immediately and without prior notice of default, without this affecting the further implementation of this agreement.
Social Seeder guarantees the Licensee support by providing information and advice on the use of the software and/or certain functionalities.
The support is to be requested by intercom, email, or telephone. Social Seeder guarantees that it shall send an acknowledgment of receipt within 30 minutes of the request.
This support is only guaranteed during working hours, from 9 a.m. to 6 p.m. CET on working days. Working days are understood to be Monday through Friday, with the exception of Belgian national public holidays.
The content of the Application is mainly added by the Licensee and/or authorized third parties, whether or not through automated processes. The Application may therefore qualify as User Generated Content (UGC). Social Seeder takes the utmost precautions with regard to data appearing on the Application so that it may qualify as complete, correct, up-to-date, and accurate. However, Social Seeder cannot give absolute guarantees regarding the quality and quantity of information on the Application and are therefore not liable for (direct and indirect) damage that the Licensee suffers as a result of the information on the Application. This concerns an obligation of means on the part of Social Seeder, in which all necessary and reasonable measures are taken. Social Seeder is not obliged to check content prior to installation or to carry out extensive posterior checks.
Should any content on the Application constitute a violation of the Terms and Conditions, applicable legislation and/or a violation of the rights of third parties and/or is simply found to be unacceptable, Social Seeder kindly requests that the Licensee you notify Social Seeder as soon as possible. Social Seeder will quickly take the appropriate measures by making (full or partial) changes, supplements, or deletion.
The Licensee and/or authorized third party uploading content to the Application is responsible for always uploading this content to the relevant and applicable web page, always in a language that is understandable to the other Application Users and that this content is not in any way misleading. The Application includes downloadable content, and every download from the Application shall, at all times, take place at the Licensee’s own risk and sole responsibility. Social Seeder is not liable for any possible damage caused by these downloads and the further use of these data.
Creativity deserves to be protected, as does the Application and its content. This protection is provided through intellectual property rights and is granted to all entitled parties, i.e. Social Seeder and third parties. Content is meant to be understood as the very broad category of photos, videos, audio, text materials, ideas, notes, sketches, articles, and so forth. All this content is protected by copyrights, software rights, database rights, drawing, and design laws, and other applicable intellectual and other property rights. The technical nature of the Application itself is protected by copyright, software rights, and database rights. Every trade name used in the Application is equally protected by the applicable trade name rights or trademark rights. Social Seeder requests that Licensee’s refrain from making use of and/or amending the intellectual property rights as described in this Article without the consent of the entitled party. Any Licensee and/or authorized third parties uploading content to the Application is responsible for the intellectual property rights attached hereto. The Licensee undertakes to in no way have its actions constitute an infringement of the intellectual property rights of any other party. Should the Licensee commit a violation in the area of intellectual property rights, these can under no circumstances be attributed to Social Seeder. The Licensee is therefore fully liable for any actual or legal consequences. Once again, Social Seeder requests Licensee’s cooperation in reporting any violations of intellectual property to us so that Social Seeder can take appropriate action. Notification may be sent to email@example.com
Right of use and the provision of service is granted subject to payment of a monthly or annual fee to Social Seeder. The rates and prices are as stated in the annex and always exclude VAT.
Based on the Agoria Index, these rates and prices are indexed automatically on the expiry of each annual period for contracts that run for more than a year time.
All invoices issued by the Provider shall be payable within thirty (30) days of the invoice date. In the event of non-payment on the due date, late payment interest in the amount of the legal interest rate for late payment in commercial transactions (2016: 8.5%) applies. After sending a formal notice, a lump sum compensation of 10% of the invoice amount is also due, with an absolute minimum of 150 euros. This shall not affect the right of the Provider to request compensation for the additional costs associated with the non-payment. Should the Licensee have a late payment of more than two (2) months, Social Seeder is entitled to suspend its service provision without delay. Should the object of this agreement constitute a transfer of any form of ownership, the delivered products remain the exclusive property of Social Seeder until payment has been made in full by the Licensee. Should it prove necessary, the Licensee shall undertake to designate third parties for the retention of title.
The license agreement commences for the duration of one year at the time that the purchase order is signed or the price quotation is signed and accepted unless there is an express and written agreement with the Social Seeder to the contrary. Except in the event of termination, the license agreement is always automatically extended for a period equal to that of the initial duration of the contract. At the end of the contract, the Licensee may terminate it by notification by letter, in which case this notification must be sent to Social Seeder at least one (1) month before the expiration of the term of the contract; otherwise, the contract will be extended for a period equal to that of the initial contract. Notification can also be sent by e-mail provided that Social Seeder confirms receipt of such e-mail.
Social Seeder also has the possibility of terminating this agreement with immediate effect should the Licensee fail to observe any provision of this Agreement and on condition that Social Seeder sent the Licensee notice of default by registered letter to enable the latter to remedy his or her failure within fifteen (15) days after this notice of default was sent.
Social Seeder’s maintenance task also ends if the Agreement is terminated. The Licensee shall compensate Social Seeder for any damage arising from a breach of the license agreement.
This Agreement shall be ended automatically in the event of the Licensee’s bankruptcy, dissolution or liquidation.
Social Seeder may decide to temporarily block usage rights and services at any time and with immediate effect, should there be a good reason for doing so, such as a breach of this agreement or legal obligations. Legitimate blocking does not give rise to any form of repayment, compensation, or extension of the original useful life. The suspension also does not affect the Licensee’s obligations under this agreement nor does it affect Social Seeder’s right to immediate termination.
Termination of the agreement means that the Licensee’s access to the software and its processed data is deactivated. Social Seeder undertakes not to delete this data for at least sixty (60) calendar days following the deactivation.
Social Seeder is liable for any major or minor contractual and/or extra-contractual failure attributable thereto caused during the performance of its obligations under this agreement. This liability is limited to the direct damage resulting from the failures. However, Social Seeder’s liability can at no time exceed the value of the services provided as invoiced in the last six (6) months prior to the claim.
Social Seeder is under no circumstances liable for any form of indirect damage as a result of the aforementioned failure. Indirect damage must be understood to mean at least the following damages, without this list being exhaustive: any form of consequential loss, lost profits, financial or commercial losses, increase in general costs, increased personnel costs, damage due to loss of clients, etc. Social Seeder can also not be held responsible for any form of damage linked to the destruction or loss of data or documents.
Social Seeder may use third parties to provide its services. Any breach of this agreement which may be attributable to these third parties is in the principle of force major / foreign cause.
Any damage related to the use of Social Seeder to the Licensee’s suggested state of affairs, equipment, or software of third parties and damage related to the Licensee’s engagement of suppliers suggested by Social Seeder is explicitly excluded.
Should, due to a contractual or extra-contractual failure, the licensee compromise Social Seeder’s liability, he needs to take all necessary steps to compensate Social Seeder for all possible losses.
The Licensee is responsible for abiding by the rules of the game and the terms and conditions of use applicable to publishing certain content through the Social Seeder Application to the platforms of various external parties (e.g., Twitter, Facebook, LinkedIn, Google+, Whatsapp, Instagram, Pinterest, etc.).
The Licensee is responsible for taking the necessary measures to protect the confidential nature of the received user data of the Social Seeder Application (e.g. Password, Username).
Social Seeder is not bound to fulfill its obligations in the event of force majeure and/or external cause. Force majeure is any situation where an external cause, force majeure, or accident prevents a party from fulfilling its obligation. This means that it must concern an unforeseeable and unavoidable event, independent of Social Seeder’s intent, and which constitutes an insurmountable obstacle to the fulfillment of the obligation or commitment.
In that case, all Social Seeder obligations arising from this agreement are partially or fully suspended for the duration of the situation, without this giving rise to any form of compensation or compensation for damages.
As soon as it appears that the force majeure and/or external cause is of a permanent nature and lasts for more than ninety (90) days, each party is entitled to terminate the agreement unilaterally, with immediate effect and by registered letter. In this event, work that has already been delivered by Social Seeder is charged proportionally to the Licensee.
Parties agree that any confidential information that comes to their knowledge pursuant to this agreement shall remain confidential at all times. Confidential information is this information, which is communicated to the other party in writing and which is clearly indicated as confidential or which must reasonably be regarded as confidential.
Any breach of confidentiality jeopardizes the liability of the party in breach. The party in breach also has the obligation to indemnify the other party against any damage, including legal action, which is the result of the breach.
Licensees who add information and append data to the Application are aware that these data may qualify as personal data within the meaning of the Belgian Law of30 July 2018 on the protection of natural persons with regard to the processing of personal data and within the meaning of the European Regulation of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. Consequently, there must be a valid legal basis for the processing of personal data. The applicable legal grounds are set out in Social Seeder’s Privacy Statement.
These Terms and Conditions shall be governed and interpreted exclusively in accordance with Belgian Law. Should there be any dispute regarding the execution of this agreement, the parties are expected to do everything possible to seek an amicable settlement. In the absence of an amicable solution, the dispute may be submitted to a center for arbitration and mediation (such as CEPINA) or a competent court. Disputes fall under the jurisdiction of the Courts of the Judicial District of Brussels.
Social Seeder may transfer or outsource its rights or obligations under this agreement to a subsidiary or a third party engaged for that purpose. Such a third party shall be fully liable for the continued execution of the agreement. This may take place without the Licensee’s permission and without any compensation for damages.
Derogations from this agreement are only valid insofar as these have been made by mutual agreement between the parties and are laid down in writing. Deviations from one or more provisions of these Terms and Conditions of Use shall not affect the functioning of the other provisions of these Terms and Conditions of Use.
The nullity or invalidity of a provision or of part of a provision of these terms and conditions has no impact on the operation of the other provisions. The disputed provision is regarded as self-contained and inapplicable. Social Seeder has the prerogative of replacing the provision in question with a valid provision of similar effect.