Morderez-Consult srl, 13/5 Square Valère-Gille, B1050 Ixelles, Belgium

These Terms of Service apply to all customers with an order form dated 1 January 2025 or later.

Last updated: 1. January 2024

Morderez-Consult srl, 13/5 Square Valère-Gille, B1050 Ixelles, Belgium (“Molderez”, “We” or “Us”) provides a cloud-based software platform for people enablement (“Software”) to You, as an organization (“You” or "Customer”, together with Us, the “Parties”). These Terms of Service ("ToS") govern Your use of the Software through online interfaces such as web browsers, apps, or application programming interfaces, as defined by Us and updated from time to time (“Interface”).

1. Acceptance of these ToS and scope of Service

1.1 Acceptance of ToS. You may enter into a contractual relationship with Molderez by signing an individual offer issued by Us defining the scope of the Software license granted (“Order Form”) and referencing these ToS (together “the Agreement").
1.2 Authority. Molderez offers the Software on a business-to-business basis only. You represent, by signing the Order Form or providing Your payment details in the customer account, that You have all necessary legal authority to enter into and fully perform the ToS and Order Form, if applicable.
1.3 Scope. The subject matter of these ToS is the provision of the Software to the extent selected by You for the Term (as defined in section 2 of the ToS), together with the granting of rights required for this use in accordance with section 4 of the ToS. Additional services within the Software, such as specific learning content, data or similar can also be agreed upon separately between the Parties.
1.4 Start date. You may use the Software from the date indicated either (i) on the date specified in the applicable Order Form or (ii) if no such date is specified, the date You have added complete payment details to Your customer account, or (iii) another date as agreed between the Parties (together each the “Effective Date”).
1.5 Customer support. We will provide customer support in setting up the Software if and to the extent stated in Your Order Form. Further configuration of or training on the Software as well as any additional services are not subject to these ToS, but may be agreed separately between the Parties.

2. Term and Termination

2.1 Term. The contractual term between You and Us starts on the Effective Date and continues, depending on the individual subscription model, as indicated in the Order Form, or as specified in Your customer account (“Initial Term”). If the Initial Term is not terminated by either of the Parties pursuant to section 2.2 or 2.3 of the ToS, then the Initial Term shall automatically renew for subsequent twelve (12) month terms, or if You are on a monthly contract, for subsequent one (1) month terms (each a “Renewal Term”; the Initial and all Renewal Terms together the “Term”). Any discounts granted shall not automatically apply to the subsequent Renewal Term.
2.2 Termination by You. You can effectively terminate the Agreement with two (2) months’ notice with effect to the end of the Initial Term or any Renewal Term by contacting Your customer success representative, or, if You have not been assigned one, by contacting Us through the support channels provided within the Software. If You are on a monthly contract (as indicated in Your Order Form), You may terminate the Agreement with two (2) weeks’ notice with effect to the end of the Initial Term or any Renewal Term.
2.3 Termination by Us. We may terminate the Agreement or suspend Your access to the Software without prior notice in cases where You are in breach of any provision of the ToS (including Your payment obligations) and failed to provide remedy within thirty (30) days of Us notifying You via email about the breach. Further, We may also terminate the Agreement under the same conditions if We have reasonable grounds to believe that You are unable to pay or that insolvency proceedings will be or have been instituted against You.
2.4 Consequences of termination. Upon any termination or suspension, Your right to use the Software or portions of it will permanently or temporarily cease (as applicable), unless otherwise provided in this section. Within thirty (30) days from the effective date of Your termination, You may download user data in comma separated value files (.csv) or in a similar readable file format within the Software, to the extent such data has not been deleted by You or Us in accordance with Our privacy policy, which can be found at https://myevals.be/privacy/. We reserve the right, in Our sole discretion, to reduce the number of days for such download period. We retain such data after termination or expiration of Your subscription. Following this download period, We may deactivate or delete Your login credentials and/or customer account. After termination or permanent suspension of Your subscription to the Software, Your data is retained in inactive status as long as legally required, after which it is securely and permanently deleted in order to comply with applicable data privacy laws.
2.5 Termination for cause. The right to termination for cause and without prior notice remains unaffected.

3. Molderez Responsibilities

3.1 Access to Our Software. We shall make the Software available to You pursuant to the ToS and any applicable Order Forms for the duration of the Term and exclusively for Your internal business purposes.
3.2 Data security. We shall use commercially reasonable efforts to maintain the security and integrity of the Software and Your Customer Data (as defined in section 4.6 of the ToS).
3.3 Availability. In general, and unless the Parties execute a specific “service level agreement”, the Software shall on average be available at least ninety-nine point five (99.5) % based on three hundred and sixty-five (365) days per year, except for planned downtime or events outside Our control (as defined in section 11 of the ToS).

4. Granting of Rights and IP Ownership

4.1 Access to the Software. You are entitled to access the Software via the Interface. The rights of use are limited to Your employees, contractors, and other individuals whom You identify to Us with a unique email address or username as being authorized to use the Software on Your behalf within the number of licenses purchased (“Authorized Users”). One license shall be allocated to each Authorized User. These Authorized Users may access the Software by accessing it via the Interface provided for this purpose, but may not otherwise reproduce it, except to the extent expressly permitted by applicable law notwithstanding this restriction.
4.2 Definition of use. “Use” in the sense of these ToS is any temporary or permanent partial or whole accessing of the Software located on Our server to the extent agreed upon between the Parties. Use also includes accessing the Software for the purpose of observing, examining, or testing the Software.
4.3 Territory of use. Subject to section 13.1 of the ToS, You are entitled to use the Software worldwide for Your own use within the scope of Your business operations, provided that there are no legal restrictions relating to the Software in the country or territory of use.
4.4 Restrictions. You shall not transfer the rights granted in sections 4.1 – 4.3 of the ToS to third parties and/or shall not grant third parties any rights of use of the Software. You shall neither make the Software accessible to third parties, nor shall You rent it out or otherwise allow these third parties to use it for their own purposes, nor shall You act as a service provider vis-à-vis third parties without Our express written consent (including via email). This also applies in the event of a complete or partial sale or dissolution of Your company, and to affiliated entities controlled by You or controlling You. New entities resulting from a merger of Your company with another company, and employees of Yours or other persons shall not be deemed to be third parties if they are authorized by You for the contractual use of the Software for Your purposes.
4.5 Reservation of rights. Notwithstanding the rights of use granted pursuant to this section 4, We shall retain all rights to the Software.
4.6 Content ownership. You retain ownership of all rights, title and interest in and to all content, information, and other data (including, as applicable, any of Your Confidential Information (as defined in section 7 of the ToS) or personal information) uploaded by You to the Software, or otherwise transmitted by You or on Your behalf in connection with Your use of the Software (collectively “Customer Data”) under this Agreement. For the duration of the Term, You grant Us a non-exclusive, worldwide, royalty-free license to use Customer Data solely to (i) provide the Software to You, (ii) make improvements to the Software for Your use.
4.7 Usage data. We may aggregate the metadata (including but not limited to structural, descriptive, administrative, statistical data) and usage data (including but not limited to access or use of certain Modules of the Software) of Authorized Users collected or otherwise made available through the Software (“Aggregated Data”). Such Aggregated Data will be deemed Our Data, and You acknowledge that We may use the Aggregated Data, both during and after the Term, (i) for Our own internal, statistical analysis, (ii) to develop and improve the Software, and (iii) to create and distribute reports and other materials regarding the use of the Software.
4.8 Updates. We may change or improve the Software or any part thereof from time to time.

5. Customer Responsibilities

5.1 Admin user. To operate Your customer account, You are required to appoint at least one administrative point of contact (“Admin User”) who will have to provide a username and password for the customer account. This Admin User shall be responsible for configuring the Software to Your requirements. You shall maintain and update all information You provided during Your registration process and any other information without undue delay, so that it remains accurate, up-to-date, and complete during the Term.
5.2 Responsibility for Software usage. You are responsible for all activity that occurs within Your customer account and for the Authorized Users’ compliance with this Agreement. You shall notify Us promptly of any issues relating to the Software, as applicable, and promptly provide all necessary information and co-operation reasonably required by Us to diagnose and remedy such issues and use all reasonable efforts to prevent any unauthorized access to, or use of, the Software. You will also be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Customer Data in the use of the Software.

6. Fees and Payments

6.1 Fees. You will pay Us the license fees and corresponding taxes (if applicable) as specified on Your invoice, according to Your individual subscription plan, e.g. the number of licenses and modules (“Fees”). Any Fees are non-refundable. The number of licenses cannot be decreased during the Term.
6.2 Additional licenses. Any Fees per user will be charged according to the initial number of users listed in the Order Form, plus any additional actual users that You added, for example through a direct connection to Your internal human resources software (“HRIS”) and that are granted access to the Software. The number of user licenses will be checked on a monthly basis and includes all Authorized Users that are authorized to use the Software. Any additional licenses are added to Your minimum licenses and We will automatically bill and charge You for the additional licenses in accordance with the agreed price per user on a prorated basis for the remaining Term. This increased number will apply during the respective Initial or Renewal Term and also serve as the minimum licenses for any subsequent Renewal Terms. You may not decrease this number of licenses during the Term but if You deactivate an Authorized User, You can replace them with a new Authorized User at no additional cost.
6.3 Payment. We will charge the Fees to You and You will pay the Fees via the agreed payment method.
6.4 Late Payments. If You do not pay the Fees invoiced to You in full by the respective due date listed on the invoice, We are entitled to demand interest on arrears in the amount of nine (9) percentage points above the respective base interest rate, from the first day after the due date for the payment. This does not limit Our assertion of further damages. Further, in cases where You have accrued outstanding and overdue Fees and do not remedy this within thirty (30) days despite Our reminder for payment, We are also entitled to suspend Your customer account until payment has been made in full. For the avoidance of doubt, any outstanding and overdue Fees are not waived, offset, or otherwise limited in case of such suspension and must be paid in full.
6.5 Fee increases. The Fee per user as specified in the Order Form is valid for the entire Initial Term. We may increase the Fees up to 5 % with effect on the following Renewal Term by giving You ninety (90) days prior notice.

7. Confidentiality and Marketing

7.1 Definition and commitment to Confidentiality. Each Party (“Receiving Party”) shall treat all proprietary and confidential data, information and materials disclosed or provided by the other Party (“Disclosing Party”) in connection with the Services (“Confidential Information”) as confidential and proprietary of the Disclosing Party and shall not permit such Confidential Information to be disclosed to or used by any third party (other than those of the Receiving Party’s employees, contractors, agents, and other representatives who have a need-to-know and who have agreed to at least as stringent confidentiality obligations as those set forth in the Agreement) and shall not use Confidential Information for any purposes other than for the performance of its obligations and exercise of its rights under the Agreement. The Receiving Party shall maintain the confidence of all such Disclosing Party Confidential Information using safeguards a reasonably prudent business would exercise in similar circumstances, and shall take all reasonable precautions to prevent any unauthorized disclosure of such information.
7.2 Exclusions. For purposes of the Agreement, Disclosing Party Confidential Information shall not include (a) information that is or becomes part of the public domain through no fault of the Receiving Party, (b) information lawfully known by the Receiving Party before it is disclosed by the Disclosing Party, (c) information that is independently developed by the Receiving Party without reliance upon or use of Disclosing Party Confidential Information, or (d) information that is received by Receiving Party from a third party who is not under an obligation of confidentiality with respect to such information. If Receiving Party is required by law or legal process to disclose Disclosing Party Confidential Information to a third party, Receiving Party shall notify Disclosing Party immediately so that Disclosing Party may seek a protective order or other appropriate remedy or, in the discretion of Disclosing Party, waive compliance with the terms of the Agreement. Receiving Party agrees to use reasonable efforts to cooperate with Disclosing Party, at the expense of Disclosing Party, in connection with its efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. In the event that no protective order or other remedy is obtained in a timely manner so as to avoid violation by Receiving Party of the applicable law or legal process, or in the event that Disclosing Party does not make a timely waiver of Receiving Party’s compliance with the terms of the Agreement, then Receiving Party will furnish only that portion of the Confidential Information which it is legally required to furnish, in the reasonable opinion of its legal counsel.
7.3 Equitable Relief. In the event of a breach or a threatened breach of this section 7 by Receiving Party, Disclosing Party shall have the right to seek specific performance and injunctive relief in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative.
7.4 Marketing. By agreeing to these ToS, You agree that We may disclose You as our customer. Further, You grant Us a non-exclusive, worldwide, royalty-free license to use Your company name and logo in Our marketing materials and on Our public website, solely to reference our cooperation and to promote our own services, until the end of the Term.

8. Limitation of Liability

8.1 Our liability. Unless expressly stated otherwise, Our liability for the Software is limited to any damages caused by willful intent and gross negligence. We are liable for simple negligence only in case of any damage to life, body or health or in case of breach of a material contractual duty, the fulfillment of which is essential to proper performance of the ToS or the violation of which compromises attainment of the ToS’ purpose and on compliance with which You rely or may rely as a matter of course (“Cardinal Duty”). In the case of a negligent breach of Cardinal Duties, Our liability shall be limited to foreseeable damages typical of the ToS. Such limitation of liability shall not apply to the extent that We maliciously concealed any defect or assumed a guarantee of quality or if You have any statutory liability claims, such as under the German Product Liability Act. Legal representatives, employees, and vicarious agents of Ours are not liable to any greater extent than Ourselves.
8.2 Exclusions. We may particularly not be held liable for any anomaly pertaining to (i) a hardware or software malfunction of one or more elements of the Software or Interface or Your network; (ii) Your improper use of the Software or contrary to its intended use pursuant to the ToS; (iii) an incompatibility between the Software and Your hard- or software implemented by You; (iv) a breach in the electronic communication networks, a slowdown or saturation of the Internet; (v) a contamination of Your information system by a computer virus or malware; (vi) a fraudulent intrusion in Your computer systems; (vii) any unauthorized intervention of a third party on the Software through a customer account of Yours; and (viii) any voluntary act of damage, maliciousness, sabotage or deterioration, due to a case of Force Majeure as defined in section 11 of the ToS.
8.3 No liability for suitability. We shall not be liable to You for any other functionality or quality of the Software, in particular its suitability for any other particular use by You or its suitability for its ordinary use, its compliance with descriptions and statements of Us or Our employees made in public or in advertisements, unless We have approved such description and statements explicitly in writing (including via email).

9. Rights to Software; Indemnity

9.1 Our commitment. We ensure that the Software is free of Your and third-party rights, which significantly impair or exclude the Use of the Software. This does not apply to open-source software components, which are integrated and used within the Software.
9.2 Right to modify the Software. Should the Use of the Software in accordance with the provisions of the ToS be or, in Our opinion, likely to be impaired by You or third-party’s intellectual property rights, We shall be entitled to (i) modify the Software in a reasonable manner for You, so that it falls outside the scope of protection of Your or third-party intellectual property right; (ii) obtain an authorization, so that the Software can be used in accordance with the provisions of the ToS without restriction.
9.3 Your commitment. Unless expressly stated otherwise, You shall indemnify Us from all third party and/or any claims against You which may have a legal effect on Us (and the resulting reasonable attorney and court fees), in case of (i) the violation of any provision of the ToS by You; or (ii) the complaint of another customer and/or third party claiming that submissions violate the intellectual property rights of others (e.g. copyrights and ancillary copyrights, patents, trademarks, company symbols, work titles or designs etc.), other rights (e.g. personal rights or rights to one’s own image etc.) or applicable law and regulations.
9.4 Procedure. In the event that You and/or any third party make a claim pursuant to section 9.3, You shall – upon our first request – immediately, truthfully, and completely provide Us with all information required for the examination of the claim and its legal defense.
10. Data Privacy
To the extent that We process personal data for the purpose of fulfilling Our contractual obligations, such processing shall be on Your behalf as data controller and Us as a data processor within the meaning of Art. 28 General Data Protection Regulation. Thus, to the extent required, the Parties will conclude a data processing agreement

11. Events Outside of Our Control (Force Majeure)

11.1 Definition. “Force Majeure Event” shall mean unforeseeable events beyond Our reasonable control and include, but not be limited to, power failure, internet service provider black-outs, natural disasters or catastrophic events, epidemics/pandemics (including COVID-19), nuclear accidents, fire, flood, typhoons or earthquakes, terrorism, acts or omissions by governmental authorities, allocations or restrictions upon the use of materials or manpower, war, riots, sabotage or revolutions, strikes or lockouts.
11.2 No liability. We will not be liable for failure or delay in performance to the extent if and to the extent that the performance of the Agreement is prevented or made excessively onerous by a Force Majeure Event.
11.3 Procedure. If a Force Majeure Event affecting Our performance has occurred, We will promptly notify You. If the Force Majeure Event continues for a period of ninety (90) calendar days or more after such notice, either Party may cancel the subscription in writing (including via email) with effect to the following month.

12. Law and Jurisdiction

12.1 Applicable law. These ToS are governed and construed under the laws of Belgium.
12.2 Venue. Any dispute, controversy, or claim arising out of, or in relation to, the Parties’ legal relationship (including these ToS and any other related contracts), including regarding the validity, invalidity, breach, or termination thereof, shall be exclusively resolved by the jurisdiction of the courts of Brussels, Belgium.

13. Miscellaneous

13.1 Export compliance. You represent that You are not named on any United States government denied-party list. You agree that You will not use in, export, re-export or transfer directly or indirectly the Software licenses, parts of it or any technical data acquired from Us, or any products utilizing such data, to any country, individual, corporation, organization, or entity to which such export is restricted or prohibited by law. For example, economic sanctions and embargoes imposed by the European Union, the United Nations, US Departments of State, Treasury or Commerce, and other government authorities (such as embargoes imposed on specific countries, or economic sanctions imposed on individuals or companies for terrorism or money laundering offences) may prohibit You from using licenses in other countries, even for Your own use, and/or providing access rights to particular individuals, corporations, organizations or entities. In addition, You agree that You will not subscribe to the Software if they are subject to restrictive measures (sanctions).
13.2 Communication. The Parties agree that communication - also in contractual matters - may take place through the Customer Service Representative assigned to You or through the Software. You undertake to always provide a current email address in Your customer account. If You are not assigned to a Customer Service Representative, We may contact You via Your current email address.
13.3 Amendments. We are entitled to change these ToS, including but not limited to cases which are required to introduce or remove services or functions of the Software and will, to the extent required by applicable law, inform You about such changes, at least six (6) weeks prior to any change taking effect.
13.4 Severability. If any provision of these ToS is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the ToS will continue in full force and effect. In such a case, the invalid or unenforceable or unregulated provision shall be replaced or supplemented by or with a valid, enforceable provision that corresponds as closely as possible to the economic intent and purpose of these ToS.
13.5 Conflict of Terms. In the event of any conflict between these ToS and the Order Form or other individual agreement, the provisions of the Order Form or other individual agreement shall prevail over the ToS.
13.6 Succession. The ToS shall also apply to all legal successors of the Parties.
13.7 Entire Agreement. These ToS, together with the applicable Order Form, and all other documents that may be incorporated by reference herein or therein, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.