Table of contents
Terms & Conditions
For Clients with an Order Form who signed up before September 2023
Rydoo has subsidiaries and affiliated legal entities around the world. Rydoo’s Affiliates and subsidiaries may provide the Expense Solution and related services to the Client or its Affiliates in other countries or regions outside of Belgium, on behalf of Rydoo NV, and these Terms and Conditions will also govern Client’s relationship with these companies.
These terms and conditions (the “Terms and Conditions”) are entered into by and between the Client and Rydoo NV, company registered under number BE0835424277 with registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium. Individually “a Party”, together, “the Parties”.
• This means that the Client represents and acknowledges to have read, understood, and agreed to be bound by these Terms and Conditions.
• The person entering into the Contract on behalf of the Client guarantees to have the authority to bind such entity and its representatives to the Contract.
• The Client acknowledges that Rydoo’s ability to provide the Expense Solution and related services at the agreed standard is dependent upon Client’s full and timely cooperation, which the Client agrees to provide through the acceptance of these Terms and Conditions, as well as the accuracy and completeness of any information and data which the Client provides to Rydoo.”
1. DEFINITIONS
| Access Time | means the period during which the Client has been granted the access to Rydoo’s Implementation Services; |
| Active User | has the meaning given in the Expense Subscription Policy; |
| Add-On | means a component of the Expense Solution providing additional functionality. |
| Affiliate | means, in relation to a Party, that Party and any entity, whether incorporated or not, at any time controlling, controlled by or under common control with that Party, as well as all entities in which a Party directly or indirectly holds a certain percentage of the shares to the extent such entities are part of the same group of companies; |
| Beta Services | mean Rydoo’s services or functionalities that may be made available to the Client for testing purposes; |
| Business Day | means any day except Saturday, Sunday or public holidays respectively (depending on Rydoo’s entity being a Party to this Contract) in Belgium or France (unless otherwise specified in the Contract). |
| Business Hour | means 9:00 am until 6:00 pm CET on Business Day. |
| Contract | means this Terms and Conditions and all its appendices (if applicable); |
| Client | a legal entity or an organizational unit of a legal entity that subscribes to Rydoo’s services under these Terms and Conditions; |
| Client Data | means any data uploaded to the Expense Solution by the Client and/or its Users; |
| Documentation | means (i) the online documentation (for example manuals and Help Center articles) provided to the Client by Rydoo for the use of the Expense Solution and (ii) other technical information relating to the Expense Solution delivered to the Client following the signature of the Contract; |
| GDPR | means EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council; |
| Error | means any malfunction or failure of the Expense Solution that does not comply with the Documentation, reproducible by the Client in the presence of Rydoo, and which makes it impossible to process an expense through the Expense Solution. The definition of “Error” does not include errors caused by a third party or by a misuse or negligence on the part of the Client; |
| Expense Solution | means (i) the software solution in a SAAS (Software-As-A-Service) mode available on the website and/or mobile app (including updates, hosting, Maintenance, upgrades and corrections as well as Support Services delivered by Rydoo in relation to the Contract) allowing individuals and businesses to capture, track and store their business expenditure receipts, as well as to generate and submit for approval expense reports derived from those receipts and depending on the User’s role/access level to extract standard reports and (ii) its Add-Ons; |
| Identifiers | means both the identifier specific to the user (“login”) and the login password (“password”), provided by Rydoo; |
| Implementation Services | mean guidance and support offered by Rydoo’s team during the onboarding period and within the Access Time (in respective to purchased Onboarding and/or Integration Pack) and related to the configuration of the Expense Solution on the basis of the information received from the Client; |
| Maintenance | means implementation of changes to the Expense Solution, including upgrades, routine upkeep and changes to remedy any Errors. |
| Order Form | means the document in Appendix no.1 of the Contract; |
| Personal Data | means any information which directly or indirectly identifies any individual, including by reference to an identifier, such as, without limitation, the name, address, email address, phone number, identification number or an identifier; |
| Single Point of Contact (SPOC) | means the person (or team) designated by the Client for all relations with Rydoo and to be the first line support for the Client’s Users; |
| Subscription | means:
(i) the right granted to the Client by Rydoo to access the Expense Solution and/or day-to-day Support Services and/or Technical Support and/or additional products or services (if purchased by the Client) that are based on the calculation of respectively Users or Active Users (the “License”); or (ii) the right granted to the Client by Rydoo to access the Add-Ons and based on a fixed price; |
| Subscription Period | means the term during which the Client is granted the right to access the Expense Solution; |
| Support Services | mean activities other than Technical Support, where Rydoo’s Customer Success Team and/or manager provides after the onboarding (Implementation Services) any day to day support to the Client; |
| Technical Support | means the services that Rydoo provides to the Client, destined to fixing Errors. The definition of Technical Support does not include providing training, provision or customization of Rydoo’s products, or other Support Services. |
| User | means a natural person authorized by the Client to use the Expense Solution and related services. |
2. PURPOSE
The purpose of the Contract is to define the terms and conditions applicable to the Expense Solution, Support Services and any additional services (such as, but not limited to Add-Ons) purchased by the Client and made available to the Client by Rydoo.
3. DURATION
This Contract comes into force at the date of Client’s acceptance (signature) of the corresponding Order Form which incorporates these Terms and Conditions by reference.
The Contract shall last for a period of 3 years (consisting of three Subscription Periods) (the “Initial Term”). At the end of the Initial Term, it shall be tacitly renewed for indefinite period consisting of 12-months Subscription Periods under the same conditions (“Additional Term”). For the avoidance of doubt, in case Client’s Subscription Period exceeds the term of the Contract, the Contract shall last till the end date of the last Subscription Period.
4. TERMINATION
4.1 General conditions for termination
The Contract (or its part e.g related to a certain Add-On or other services purchased by the Client during the term of the Contract) can be terminated by either Party at least three (3) months prior to the end of the Initial Term or afterwards (in case of the Contract prolongation), at least one (1) month prior to the end of the Additional Term”
4.2 Termination for cause:
The Contract may be terminated or suspended by Rydoo immediately upon notification: (i) if the Client fails to pay any invoice after the due date, (ii) in the event of apparent insolvency, or (iii) if the Client violates the material terms of the Contract and does not remedy it wihin the agreed time.
For the avoidance of doubt, in regards to point (i) above, in case the Client fails to pay any invoice after its due date, Rydoo may issue a payment reminder with an additional reasonable time to proceed with the payment. If no payment is received within the additional term provided, the Contract will be immediately terminated or suspended at the discretion of Rydoo.
The Contract may be terminated by the Client immediately upon notification in case of (i) Rydoo’s apparent insolvency or (ii) if Rydoo violates the material terms of the Contract and does not remedy it wihin the agreed time.
4.3 Effects of Termination
Upon termination of this Contract:
• in accordance with the procedure described in clause 4.1 above, Rydoo will cease Client’s access to the Expense Solution (and/or certain Add-On or other services) on the last day of the corresponding Subscription Period.
• in accordance with the procedure described in clause 4.2 above, Rydoo shall revoke any access to the Expense Solution (and/or certain /Add-On or other services) immediately and the Client shall immediately cease any access and use of the Expense Solution and related services.
Rydoo agrees to provide the Client with a copy of Client’s data according to Rydoo standard policies and in defined zip format (or other format defined by Rydoo) within a period of one (1) month following (i) Client’s request, or (ii) following the end of the Contract.
After the Contract termination, Rydoo will store some of the Client’s data in accordance with the schedule available on Rydoo’s website.
Subject to any legal retention obligations and the type of the data, Rydoo will delete the Client Data within a period of one (1) month following (i) Client’s request, or (ii) the end of this Contract or (iii) the end of the relevant retention period as presented on Rydoo’s website, including in the event that the Client has not requested any copy of its data. The Client acknowledges and agrees that deletion of Client Data from all backups done during the term of the Contract might take up to 6 months following the deletion.
Termination of this Contract does not affect the performance of the Client’s payment obligations outstanding towards Rydoo.
5. FINANCIAL CONDITIONS
The Client acknowledges and agrees that Subscription fees are considered annual (recurring) fees to be paid in advance, (ii) Implementation Services are considered One-Off fees to be paid in advance. To avoid any doubts, quantities of recurring products and/or services indicated on the Order form and purchased by the Client in accordance with the Contract cannot be decreased during the relevant Contract term or otherwise agreed by the Parties.
During the term of the Contract, the Client can replace its Add-Ons with other availabe Rydoo products. For the avoidance of doubt, in the event the replacing product is more expensive than what the Client has paid for the initial Add-Ons, the Client is obliged to cover the difference.
If for whatever reason, during the term of the Contract, Rydoo terminates Client’s access to purchased Add-Ons, Rydoo shall (at its own discretion), (i) offer the Client with other available Rydoo products or (ii) reimburse the Client pro-rata for the pre-paid fees related to the purchased Add-Ons and remaining to the end of the corresponding Subscription Period.
Unless otherwise specified by Rydoo, all fees shall be paid fully upfront via bank transfer and within the payment terms defined in the Contract and the instructions of the invoice (i) following the date of the Client’s signature of the Contract or (ii) in the subsequent Subscription Periods at the beginning of such Subscription Period.
For the avoidance of doubt, the fees are exclusive of VAT (and other indirect taxes).
The recurring Subscription fees for the Client’s access to the Expense Solution and/or /Add-Ons will be calculated in accordance with the Subscription Policy.
After the Initial Term of the Contract, the Subscription unit prices indicated in the Order Form may be adjusted by Rydoo at the beginning of each Subscription Period in accordance with the inflation rate presented by EUROSTAT.
The Parties acknowledge and agree that price revisions can be applicable upon expiry of the Initial Term. Therefore, the new subscription periods will be under the pricing applicable at the time of renewal.
The Client expressly renounces from any repayment of amounts pre-paid in advance.
In the event of non-payment by the due date, any amount due to Rydoo, and not contested by the Client, shall bear interest at the legal interest rate, from the first business day of delay following the date indicated in the payment reminder sent to the Client. Rydoo may likewise request the payment of a lump sum of forty (40) Euros for recovery costs, without prejudice to its right to seek greater compensation if costs actually incurred in this regard exceed the lump sum amount.
Without prejudice to the preceding and without any prejudice to the payment obligation of the Client(s), each protest must be communicated within a period of 8 (eight) calendar days as of the invoice date via motivated email to renewals@mail.rydoo.com. After this period, the Client shall be deemed to have definitively accepted the invoiced amount.
If the Client uses a Purchase Order (“PO”) system, the Client shall issue a PO no more than seven (7) working days after the date of Client’s signature of the Contract or at least seven (7) working days before the renewal period. Any delay or failure in issuing a PO will not relieve the Client of its payment obligations under this Contract within the indicated payment period. For the avoidance of doubt, the terms and conditions of this Contract shall take precedence over any standard pre-printed Client’s conditions on a Purchase Order.
6. OBLIGATIONS OF THE PARTIES
6.1 Client’s undertakings:
The Client undertakes to:
• cooperate in good faith with Rydoo in the performance of the Contract.The Client acknowledges and agrees that a lack of such cooperation from its side might affect availability of some configurations and/or features of the Expense Solution;
• provide Rydoo with all information required for the proper performance of the Services as specified in the Contract and its Appendices;
• provide Rydoo with the contact details of Users who shall be authorised to access the Expense Solution, and any other information required by Rydoo which is necessary to operate the Expense Solution;
• inform Rydoo immediately of any difficulties and / or information brought to its attention that may affect the proper performance of the Contract;
• provide Client’s Users with the first line support;
• designate a Single Point of Contact (SPOC) for all relations with Rydoo, including any complaints;
• use the Expense Solution and related services in accordance with the Contract, the Documentation (including the developer’s portal), and other information provided by Rydoo. For the avoidance of doubt, in case the (i) Client does not comply with the obligation above, Rydoo may temporarily suspend access to the Expense Solution and related services to protect the integrity and security of its network and infrastructure or (ii) if Rydoo reasonably suspects that the Client is burdening the services, or is using the Expense Solution in such a manner as to jeopardize the delivery of the services to other Users/Clients. Rydoo will inform about such suspension and the reason, without undue delay.
• pay its pending invoices in a timely manner.
6.2 Rydoo’s undertakings:
Rydoo undertakes to:
• perform its contractual obligations and in particular provide the Expense Solution and the Support Services in accordance with the Contract and its appendices, legislation in force and business standards;
• promptly inform the Client of any difficulties preventing the implementation of the Contract;
• inform the Client of any major and relevant developments to the Expense Solution;
8. ACCESS TO THE EXPENSE SOLUTION
The Client has a personal right to access the Expense Solution that may be exercised by any employee of the Client or Client’s representatives (Users), such as its auditors and other advisors or consultants, provided the use occurs solely on behalf of or for the benefit of the Client. The Client may also add to its account in the Expense Solution its Affiliates or group entities authorized by him to access Expense Solution. For the avoidance of doubt, these shall not be considered as third-parties holding independent agreements with Rydoo and the Client will take full responsibility for their obligations, including payment of any related fees and compliance with the provision of the Contract.
The Client acknowledges and agrees that in some cases due to local regulations and/or technical restrictions related to certain countries and/or complexity of Client’s internal policies, some parts of the Expense Solution might not be available to the Client and its Affiliates (e.g. Chinese firewall).
The Client may access and use the Expense Solution 24 hours a day, 7 days a week, subject to Maintenance periods, internet connection and use of compatible device.
Rydoo may make the Expense Solution temporarily unavailable for purposes of implementing core changes to the Expense Solution generally, including upgrades, routine Maintenance and changes to remedy any Errors. Any such core changes to the Expense Solution will be deployed according to a schedule determined by Rydoo in its sole reasonable discretion, on a client-wide and simultaneous basis, in order to ensure the consistent and stable performance of the Expense Solution. To the extent practicable under the circumstances, Rydoo will notify Client of such temporary unavailability.
The Expense Solution can be accessed from (i) any compatible devices of the Client (computers, mobiles or tablets) and (ii) using the Identifiers provided by Rydoo or the Client.
The Identifiers are intended to restrict access to the Expense Solution by the Client and the Users, to protect the integrity and availability of the Expense Solution, as well as the integrity, availability and confidentiality of any Client Data. The Identifiers are personal and confidential. The Client agrees to take any necessary measures to keep its identifiers confidential and not to disclose them in any form whatsoever. Rydoo shall not be held responsible for any damages resulting from any loss or breach of confidentiality with regard to the Identifiers assigned to the Client and its Users. It shall ensure that no person who has not been authorised by Rydoo has any access to the Expense Solution and related services. In general, the Client assumes responsibility for the security of devices to access the Expense Solution.The Identifiers are personal and confidential. They can only be changed at the Client’s request or on the initiative of Rydoo, subject to informing the Client in advance.
For the avoidance of doubt, this Contract does not involve the provision of Internet access to the Client and Users. The Client and Users bear sole responsibility for the functionality of their Internet connection, including the transmission paths and its own devices.
9. INTELLECTUAL PROPERTY RIGHTS
The Expense Solution, as well as all its components (such as trademarks, logos, computer programs, graphics, images, texts) are the exclusive property of Rydoo or have been granted to it. This Contract does not imply any assignment of intellectual property rights of any kind on any elements belonging to Rydoo.
Rydoo grants the Client a personal, non-exclusive, non-assignable, non-transferable right to use the Expense Solution for the duration of this Contract for its Users on a worldwide basis and solely for the purpose of the Client’s internal needs. The Client shall use the Expense Solution and shall authorize access to it by the Users in accordance with its requirements, any documentation provided and the present Terms and Conditions.
The Client may not in any case transfer, delegate or allow a third party to make use of its right to use the Expense Solution and is strictly prohibited from any other use other than foreseen in the Contract. In particular, the Client is not permitted to make any copy, correction, adaptation, modification, translation, arrangement, distribution, decompilation, alteration, and more generally, any change to all or part of the Expense Solution. Nor may it permanently or temporarily reproduce all or part of the Expense Solution by any means and in any form.
For the avoidance of doubt, the Client grants Rydoo a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into its Expense Solution, at Rydoo’s sole discretion, any suggestions, enhancement request, recommendation, correction or other feedback related to the Expense Solution provided by the Client or its Users to Rydoo.
Subject to the terms and conditions specified herein, Client hereby grants to Rydoo and its Affiliates a limited, royalty-free, fully paid-up, non-exclusive, transferable, worldwide right to use the Client Data during the term of the Contract the extent required for the performance of its obligations under this Contract, such as platform improvement, feature research, and other activities for which Rydoo will need to analyse the aggregated data of the Client. Client reserves all right, title and interest in and to the Client Data other than the limited rights expressly granted hereunder.
10. CONFIDENTIALITY
For the purposes of this Contract, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party, whether orally or in writing, that is clearly identified in writing or verbally at the time of disclosure as confidential. It includes Rydoo’s documentation, the Data and information related to Expense Solution, whether or not marked as confidential or proprietary.
Each Party agrees not to use or reproduce the Confidential Information of the other Party for purposes other than for the requirements of the Contract and not to disclose or transfer the Confidential Information of the other Party to any third parties without its prior written consent.
Notwithstanding the foregoing, Confidential Information can be disclosed by the other Party to its employees, officers and consultants as well as to employees, officers and consultants of its subsidiaries or authorised subcontractors solely for the purposes of performance of the Contract, and provided that such individuals are duly informed of the confidential nature of the information, and that they are bound by confidentiality undertakings similar to those set forth in this clause.
These confidentiality obligations do not apply to Confidential Information that is:
– entered into the public domain prior to disclosure or thereafter without being in breach of this clause;
– known prior to its disclosure by the disclosing party;
– received from a third party lawfully;
– developed independently by the recipient Party.
These confidentiality obligations shall continue to have effect for a period of three (3) years following the expiry or termination of the Contract.
11. PERSONAL DATA
Each Party shall comply with any applicable law related to Personal Data (as defined in GDPR) with the restriction that in case of any discrepancies between such regulations, GDPR shall prevail. Rydoo collects and processes Personal Data in accordance with its Privacy Policy available on Rydoo’s website.
For the purpose of this Contract, Rydoo and/or its subsidiaries will have access to the Users’ Personal Data and will process them as Data Processor, on behalf of the Client as Data Controller, in accordance with GDPR. Each Party shall comply with any applicable local regulations related to Personal Data with the restriction that in case of any discrepancies between such regulations and GDPR, the latter shall prevail.
Rydoo and/or its subsidiaries will undertake all reasonable efforts to process Personal Data within the EU. The Client acknowledges that Rydoo may transfer and process Personal Data through the third party’s subprocessors as specified in Rydoo’s Privacy Policy. In case of any data transfer, Rydoo shall ensure that any such data transfers are made in compliance with the requirements of GDPR.
The Client shall process personal data of Rydoo’s personnel it may come in contact with, in accordance with data protection requirements under applicable law and professional regulations, including GDPR.
12. LIABILITY
The Client shall be solely responsible for the use of the Expense Solution by the Users.
The liability of each Party shall be limited to direct damages caused to the other Party. Neither Party shall be held liable for any indirect damages or any loss of data, loss of income, loss of profits, loss of opportunity or loss of customers or damage to the reputation arising from or relating from this Contract regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. Under no circumstances shall Rydoo be liable for any loss or damage caused by the reliance of the Client on any information, statements or reports obtained using the Expense Solution. Rydoo shall not be liable for any damages caused by the failure of the Client to provide information, documents or files required to implement the Expense Solution, as well as any data errors provided by any third party or by the Client.
In any event, Rydoo’s liability shall not exceed an amount equivalent to the subscription fees received by Rydoo during the twelve (12) months preceding the occurrence of the damage claim invoked by the Client, except in case of wilful misconduct or gross negligence.
In any event, Rydoo may be exempted from all or part of its liability insofar as the non-performance or improper performance of the Contract is attributable to the unforeseeable and insurmountable act of a third party unconnected with the provision of services under the Contract or to a force majeure event. Events of force majeure include, but are not limited to, strikes or social conflicts, government restrictions, suspension of major means of transport or supply, earthquakes, fires, storms, floods, power outages, wars, attacks, riots, political instabilities, breakdowns of telecommunications.
Rydoo shall inform the Client about such event without undue delay and take all necessary steps to limit the impact of such event on the performance of Rydoo’s obligations under this Contract. If the performance of the Contract has been made temporarily impossible due to a force majeure event, Rydoo can temporarily suspend (for max. 90 days) the performance of the Contract without incurring an obligation to pay damages to the Client. Such suspension can occur without the intervention of the courts.
Additionally, if the performance of the Contract has been made impossible for Rydoo for longer than 90 days, (i) the Parties may agree to prolong the Contract suspension or (ii) the Contract can be terminated by either Party immediately upon notice to the other Party.
13. NOTICES
Unless otherwise specified in this Contract, all notices and other communications between the Parties hereunder shall be in writing, in English and shall be sent by personal delivery, registered or certified mail, overnight delivery service, postage prepaid, or by email with confirmed receipt, addressed as follows:
To Rydoo:
Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium
and/or support@rydoo.com and contracts@rydoo.com
To the Client:
address indicated on the Order Form
and/or email address of the contact person indicated on the Order Form or Client’s users with administrator role or other person indicated by the Client for notification purposes.
Either Party may change its address for receiving notice by written notice given to the other Party.
The notices shall be deemed to have been given upon: (a) the date when actually delivered in person; (b) the day after the date when sent by overnight courier; (c) three business days following the date when such notice was mailed by first class registered or certified mail; or (d) four (4) hours from the time of the confirmed receipt of email or if sent outside Business Hours at the commencement of the next Business Day.
14. APPLICABLE LAW AND JURISDICTION
This Contract is governed and interpreted in accordance with Belgian law.
It is the intention of the Parties to make a good faith effort to resolve, without resort to arbitration or litigation, any dispute arising out of, or in connection with, this Contract. In the event of a dispute arising out of, or in connection with, this Contract, each Party shall promptly designate a senior executive or corporate official with authority to resolve the dispute. The designated senior executives or officials shall promptly begin discussions and shall use all reasonable efforts to reach a mutually satisfactory resolution of the dispute.
Any dispute, controversy or difference which may arise out of, or in connection with, this Contract and which cannot be resolved by such senior executives within thirty (30) days (or other time agreed by the Parties) of referring the matter to them, shall be submitted to the courts in Brussels , regardless of the place of performance of the Contract or of the domicile of the defendant, notwithstanding plurality of defendants or impleading of third parties, even for emergency proceedings or protective proceedings.
15. MISCELANEOUS
15.1 Changes to the Terms and Conditions
Changes to the Terms and Conditions will be made by Rydoo by publishing the updated version of Terms and Conditions on its website www.rydoo.com. The amended Terms and Conditions will come into force 30 days after their publication on this site and binding upon the Client, if he continues using Expense Services after this 30-day period. Amendments done pursuant to an evolution of applicable law or regulation will come into force as from the publication date on the site. To the extent practicable under the circumstances, Rydoo will notify Client of such changes to its Terms and Conditions, at its sole discretion, via email, in-app chat tool or other way suitable for such purpose.
15.2 Beta Services
From time to time, Rydoo may make Beta Services available to the Client at no charge for a certain time defined by Rydoo. For the avoidance of doubt, participation in such Beta Service testing is in sole discretion of the Client.
In case the Client decides to participate in the Beta Service testing, the Client agrees to provide Rydoo with ongoing feedback regarding the Beta Services. For the avoidance of any doubt, the Client grants Rydoo a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into its Expense Solution, at Rydoo’s sole discretion, any suggestions, enhancement request, recommendation, correction or other feedback related to the Beta Services provided by the Client or its Users to Rydoo. The Client acknowledges that Rydoo may discontinue the trial of Beta Services at any point in time at its sole discretion and may or may not make any services derived from the Beta Services commercially available to the Client at the later stage.
The Client acknowledges and agrees that Beta Services may contain bugs and Errors and the use of such services is at Client’s sole risk. In no event Rydoo shall be liable for any damages whatsoever caused by or related to the Beta Services.
15.3 Purchase of Rydoo’s products and/or services through a third party
If the Client purchases any Rydoo’s products and/or services from an authorized Rydoo’s partner (“Partner”), notwithstanding anything set forth otherwise in these Contract:
• the Client’s right to access and use such Rydoo’s products and/or services may be, in addition, subject to an agreement concluded between the Client and the Partner (the “Partner Agreement”);
• depending on the type of the Partner, the Client may be obliged to execute all Order Forms directly with the Partner and not Rydoo. In such case, (i) the terms and conditions of Section 5 (Financial Conditions) are not applicable between Rydoo and the Client and instead will be set forth in the Partner Agreement, (ii) any refunds, payments or credits the Client shall seek from the Partner only, (iii) Client’s right to terminate the Contract (or its parts) shall be solely set forth in the Partner Agreement;
• Rydoo may temporarily suspend or terminate delivery of its products and/or services to the Client upon notice upon the written direction of the Partner.
For the avoidance of doubt, the Partners are not authorized to modify the Contract or make any promises or commitments on Rydoo’s behalf, and Rydoo is not bound by any obligations to the Client other than as set forth in such agreement.
In the event that the Partner ceases to be Rydoo’s authorised Partner (for whatever reason and at any time), the Client has the right to continue the use of previously purchased Rydoo’s products and/or services under the terms and conditions described in this direct Contract with Rydoo (to which the Client will be automatically assigned) and subject to paying to Rydoo any outstanding fees, if any, that the Partner did not remit to Rydoo on Client’s behalf.
15.4 Use of Client’s name and logo
The Client acknowledges and agrees that during the term of the Contract Rydoo may contact the Client for the purposes of obtaining testimonials, case studies, interviews and other relevant marketing materials and request Client’s participation in referral calls with Rydoo’s prospects.
Upon execution of this Contract, Rydoo has the right to a press release or other similar public communication announcing Client’s use of the Expense Solution. The Client acknowledges and agrees that Rydoo shall refer to its name, reproduce logo and other (registered and unregistered) trademarks for marketing purposes (among others to display it on the Rydoo website and in marketing materials). In the event that the Client objects to any references by Rydoo for marketing purposes, the Client shall notify Rydoo in accordance with clause 13 above and Rydoo shall cease any marketing references or reproduction of its trademarks within 30 days.
15.5 Contract assignment
The Contract is entered into intuitu personae. Neither party shall be entitled to assign, transfer or relinquish in any way its rights and obligations arising from the Contract in favour of a third party without the prior written consent of the other party which should not be unreasonably withheld. Nevertheless, Rydoo, upon 30 days written notice to the Client, shall be entitled to assign this Contract to its affiliates or group companies.
The Client acknowledges that:
• Rydoo’s products and/or services related to the Expense Solution are provided by Rydoo NV, having its registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium; and
• Rydoo brand is represented by Rydoo NV and its subsidiaries – whereas all of these entities can bill the Services to the Client at discretion of Rydoo, which is agreed by the Client. Settlement of such invoices shall be done with the entity that issued the invoice and by doing so, the Client’s payment obligations (related to said invoice) shall be considered fulfilled.
15.6 Warranties
Either Party makes no warranty of any kind, either expressed or implied, by fact or law, other than those expressly set forth in this Contract. Rydoo makes no warranty of fitness for a particular purpose or warranty of merchantability for the products. For the avoidance of doubt, Rydoo makes no warranty in relation to any ancillary or monitoring services (including the provision of rates).
15.7 Previous agreements
The Contract represents the entire agreement of the Parties with regard to the object concerned. It supersedes all previous agreements, correspondence and discussions between the Parties related to the purpose of the Contract on provision of the same matter.
The Client agrees than any previous Non-Disclosure Agreement entered into between the Parties shall be replaced by the provisions of Clause 10.
15.8 Severability.
If any of the provisions of the Contract is held to be void or invalid and declared as such pursuant to a law, regulation or following a final decision by a competent court, said provision shall be deemed unwritten, without altering the validity of the other provisions, and shall be replaced by a valid provision of equivalent effect, which the Parties agree to negotiate in good faith.
15.9 Non-waiver.
The fact that one of the Parties did not exercise any of its rights in a timely manner, or did not exercise them at all, shall not be presumed to operate as a waiver of such rights, whether in relation to a past or future fact.
15.10 Electronic Signature
Each Party agrees that this Contract and any other connected documents may be electronically signed, and that any electronic signatures appearing on this Contract or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
15.11 Contractual documents
This Contract consists of the following contractual documents in order of decreasing legal value:
• this Terms and Conditions;
• its appendices
o Appendix no.1: Order Form
o Appendix no.2: Subscription Policy
o Appendix no.3: Support Policy
o Appendix no.4: Data Processing Agreement (DPA)
In the event of any contradiction or inconsistency between the provisions of the above documents, those of higher ranking shall complement and/or annul those of lower ranking; any specific clauses supersede general provisions on the same subject.