"OFFICIENT": a limited liability company under Belgian law, with its registered office at 9000 Ghent, Kortrijksesteenweg 181, VAT number: BE-0680.822.709, RPR/RPM Ghent, Ghent Division.

"Customer": your employer/client, being a legal entity that has entered into an agreement with OFFICIENT regarding the Services in order to make them available to you.

"User Account": A personal login for the employee self-service that allows you to access and use the Services. The User Account may either give the right:to upload information about yourself; if the User is a manager, to upload information about the Users of his team.

"Services" means the Services offered by OFFICIENT through an online HR SaaS platform consisting (among others) of the employee self-service.

‍"Users": You as an employee of the Customer or as a third party designated by the Customer using the Services.

1.1. Use of the Services is governed by (in hierarchically descending order): (i) these Terms of Services and (ii) Belgian law.
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1.2. If you use these Services, you acknowledge having read and accepted these Terms of Services. The conditions of use always prevail over your conditions, even if they state that they are the only applicable conditions.

2.1. You will be assigned one or more User Accounts, depending on what the Customer decides. The Customer will inform you of the features and limitations of your User Account and the provisions of these Terms of Use.

2.2. If you do not comply with the Terms of Use, the Customer will discontinue and sanction your inappropriate or unauthorized use of the Services.

2.3. You are solely responsible (in consultation with the Customer) for taking appropriate security measures to ensure the security of the Accounts. We recommend that you create a unique password, change it regularly and use double authentication.

2.4. The Accounts are non-exclusive and non-transferable.

3.1. OFFICIENT has the right to carry out maintenance activities and updates on a regular basis. OFFICIENT undertakes to minimize the impact of such maintenance activities/updates on the Use of the Services but makes no guarantees as to the duration that the Services will be unavailable. OFFICIENT may inform the Customer of such maintenance activities/updates as it deems useful.

3.2.Neither problems related to the provision of the Services nor maintenance activities/updates entitle you to any compensation.

4.1. You acknowledge that the Services may only be used for internal affairs/ HR purposes, in accordance with all applicable laws and regulations regarding. The Services may not be used in any manner other than as permitted in these Terms of Services.

4.2. In particular, you agree to refrain from (without being exhaustive):
- Asking other Users for their login credentials
- Logging into other Users' Accounts / hacking into other Users' Accounts
- Selling, reselling, licensing or sublicensing the Services, renting, leasing or distributing them to any third party
- Copying, modifying, adapting, altering, translating or creating derivative works from the Services (except for copies, modifications or derivative works made solely from the input/reports/statements created solely for Customer's internal business purposes)
- Use computer technology that could damage, interfere with, or cause the loss of ownership of the Services including viruses, Trojan horses, worms, time bombs and cancelbots; Further, Customers must refrain from any content that could compromise the infrastructure of the Websites and their proper operation
- Access the Services without authorization, including probing, scanning or testing the vulnerability of the Services or ignoring any security or authentication measure used by the Services
- Not reverse-engineering, de-assembling or decompiling the Services (or having them reverse-engineered, de-assembled or decompiled)
- Removing or modifying the relevant copyright notices
- Sending unsolicited and/or commercial messages, such as junk mail spam and chain letters
- Use the Services to transmit data, when to do so is illegal, defamatory, obscene, deceptive or offensive, invades the privacy of another, is considered abusive, threatening or harmful or violates someone's intellectual property or is otherwise objectionable, or use the Services for illegal/illegal/harmful purposes in general (or induce, encourage or instruct others to use the Services in such a manner or facilitate such use).

5.1. Officient reserves the right to suspend one or more Accounts if:
- Your use of the Services poses a security risk to Officient, the Services, Customers, Users or a third party
- You fail to comply with any of the provisions of these Terms of Service.
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5.2. The suspension of Accounts does not entitle you to any damages.

6.1. If you need help or have a question regarding the Services, you can call on the help desk.

‍6.2. The Help Desk can be reached via email(support@officient.io).

7.1. The Services are provided by OFFICIENT on an "as is" basis (to the extent permitted by law). The intended use of the Services by the Customer is determined entirely at his responsibility and risk. OFFICIENT shall not be liable in any way if the Services are not suitable for such intended use, nor for any direct or indirect damages that may result from such intended use.

7 .2. If you communicate OFFICIENT your passwords/logins (via the Services) or provide any other confidential information to a third party, you do so on your own responsibility and under no circumstances shall OFFICIENT be held liable for its receipt.

7.3. You acknowledge that OFFICIENT can only be held liable directly by the Customer and not by a third party, such as yourself.

8.1. OFFICIENT is and shall remain the sole owner of all copyrights and other intellectual property rights relating to the Services, software and all documents, opinions, reports, slides, drawings and photographs made available to you in the course of providing the Services.

8 .2 . Accordingly, User Accounts imply the right to use the Services for a fee. No implied licenses are granted under this Agreement. Under no circumstances shall any such User Account:
- Involve a transfer of ownership rights in the Services by OFFICIENT to you
- Grant you any right to (use of) OFFICIENT's Services, trade names, brand names and/or trademarks
- Grant you the right to request OFFICIENT to provide you with a copy of any source codes, software or other resources used by OFFICIENT to provide the Services.

8 .3 . Without prejudice to your right or that of any third party to challenge the validity of any intellectual property of OFFICIENT, you shall not take, nor permit any third party to take, any action that might invalidate or interfere with OFFICIENT's intellectual property. Further, you will also not omit anything, nor permit a third party to omit anything that would have the same effect. You undertake to inform OFFICIENT of any actual, threatened or suspected infringement of any intellectual property right of OFFICIENT of which you become aware, as well as any claim by a third party as a result of using the Services.

You acknowledge that - as far as the processing of the your data is concerned - the Client will act as the controller and OFFICIENT as the processor. Consequently, the Customer determines the purposes and means of data processing and bears full responsibility for it (in accordance with the GVO concluded between Officient and the Customer). If you have any questions or comments regarding your privacy, you should contact the Customer.In any case, OFFICIENT reserves the right to collect metadata from you. The collection of metadata has no privacy-related consequences and is for the sole purpose of optimizing the Services and their usability.

10.1. You undertake to keep confidential all information disclosed under or in connection with this Agreement (whether or not such information is expressly stated to be confidential or designated as such) and thus not to disclose such confidential information to others or use it for any purpose other than the performance of the agreement with OFFICIENT.
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10.2. If you fail to comply with this obligation, OFFICIENT shall have the right to seek liquidated damages of €750 per breach, without prejudice to OFFICIENT's right to seek higher damages for actual damages suffered, provided that the existence and extent of the damages can be proven.

11.1. Belgian law shall apply.

11.2. All disputes shall be settled exclusively by the courts of the place where OFFICIENT has its registered office.