Please read these terms of service (“terms and conditions” or “terms”) carefully as they form a contract between you and cinvio. Subject to section 6 below, for the purposes of these terms, “you” means your organisation as identified during the registration process with cinvio while “we” and “CINVIO” both refer to cinvio BV and any of its subsidiaries.

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1. Description of CINVIO services
   CINVIO provides a platform that facilitates trade between you, as a service provider (‘CINVIO Partner’), and the CINVIO community of users (‘CINVIO Users’). In particular, under these terms, CINVIO provides you access to a settlement and invoicing solution that allows you to collect revenue from services bought by your customers (Cinvio Users) and which you invoice to CINVIO on a monthly basis.
    

2. Role of CINVIO in your transactions with the CINVIO Community 
   Any communications or representations, whether verbal or written, made with regard to the logistical services are solely between you and your customers, being the CINVIO Users. CINVIO is merely a platform provider and performs underlying and intermediary support services. You provide services directly to the CINVIO Users and CINVIO shall not, at any time, obtain or claim any title, ownership or other interest in your services or in the corresponding sales proceeds other than its rights to receive the service fees specified in Section 4.  Accordingly, CINVIO does not accept any liability for the logistics services you sell through our platform. Similarly, we accept no liability for transactions that are completed, but which are disputed or reversed at a later stage on the basis of the agreement between you and the user.
    

3. User conditions
   We only offer our services to legal entities (that is, organisations with legal personality) that have registered with CINVIO pursuant to the procedure described in section 5 below.
    

4. Fees
   CINVIO will charge you a fee for the use of the platform and the services it provides. The fee structure is agreed between CINVIO and its partners in  separate written communication (e.g. email).
    

5. Registration with CINVIO
   To be able to sell logistics services through our platform, you must have an account with CINVIO. You (that is, for the remainder of this section 5, “you” as “first user”, the natural person representing your organisation for the purposes of registering with CINVIO) can create an account by submitting the online registration form that is available here (link embedded).
   You will be asked to provide certain information about you and your organisation as part of the registration process, including the name of your organisation, its seat address, its registration number as well as your name and your email address. Upon your submission of all required information, we will verify the legal status of your organisation When CINVIO approves your application, you will receive an email requesting you to complete the registration and set your password. Your email address will serve as your user ID.
   As first user, you represent that (i) you are capable of entering into this agreement on behalf of your organisation, and that (ii) all information you are providing to CINVIO as part of the registration process is complete and truthful. You also guarantee that you will keep the information registered with us up to date.
    

6. Authorised users
   You can allow authorised users within your organisation, including the first user mentioned in section 5 above, to access your CINVIO account in compliance with these terms and solely for your benefit. The first user can add authorised users in the CINVIO account interface. You will be fully liable for any use of our services by your authorised users.
    

7. Activating your CINVIO Partner Account
   We will activate your CINVIO Partner Account after (i) you have accepted these terms, (ii) we have received the necessary information on the services for which you wish to collect the revenue via our platform and (iii) we have received the details of the corporate bank account you want us to link with.
   The balance in your CINVIO Partner Account represents the amount received from CINVIO Users. CINVIO will at all times hold the equivalent amount of that balance on the account it opened in its name with a credit institution and that is dedicated to safeguarding user funds.
    

8. Purchases by a CINVIO User
   A CINVIO User can purchase services provided its cinvio account has a positive balance. When you confirm the purchase and the related payment, the CINVIO User will be charged. Accordingly, we will transfer the equivalent of the purchase price from the CINVIO User’s account to your CINVIO Partner Account (less the service fees we agreed upon in the separate written communication).
    

9. Pay-out  from your CINVIO Partner Account
   Unless otherwise agreed, the default pay-out from your CINVIO Partner Account will be on a monthly basis. Collected revenue will be transferred to your linked corporate bank account.
    

10. Security and fraud measures
    Authorised users should take reasonable steps to prevent your CINVIO Partner Account from being misused. They must maintain adequate security of all devices, IDs, passwords and codes they use to access those accounts. They must immediately notify us in accordance with section 16 below if they become aware of, or suspect, any loss, theft or misuse of those accounts and/or related passwords. Pursuant to section 13 below, you are responsible for damage or loss arising from the loss, theft or misuse of the CINVIO Partner Account and/or related passwords until CINVIO is made aware of it. The same goes for damage or loss arising from the loss, theft or misuse of your Partner Accounts with CINVIO Users to the extent the damage or loss ensues from a purchase instruction provided from within those accounts.
     

11. Acceptable use
    Authorised users must not use our services to harm others or the services. They shall solely use the services in the manner and for the purpose expressly permitted by these terms.
     

12. Account suspension
    We may suspend your access to, or use of, our services for (i) the actual or suspected violation of these terms, (ii) the use of the services in a manner that may cause CINVIO to incur legal liability or disrupt others’ use of the services, (iii) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account, (iv) the use of excessive storage capacity or bandwidth, (v) objectively justified reasons related to the security of the CINVIO account, (vi) the suspicion or detection of unauthorised or fraudulent use of your CINVIO account, (vii) scheduled downtime and recurring downtime, or (viii) unplanned technical problems and outages. 
    We will inform you of the account suspension and of the reasons for it pursuant to section 16 below. We will do so before the account is suspended if possible, and at the latest immediately after that. We will however not inform you if that would be justified by objectively justified security considerations. We will unblock your CINVIO account as soon as the reasons for its suspension no longer exist.
     

13. Liability in case of unauthorised or incorrectly executed purchase transactions
    We will rectify any incorrectly executed purchase provided that you notify us of the error without delay and in any event within 60 days following the value date of the debit/credit. We will rectify the transaction by the end of the business day following the day on which we become aware of the error or are notified of the error.
    We will, however, not be liable for any additional damages that may arise due to the incorrectly executed purchase transaction unless in case of fraud or gross negligence on our behalf or on behalf of any of our developers or outsourcees. As long as we do not receive a notification from you pursuant to section 11 above, we will also not be liable for any unauthorised transactions resulting from the loss, theft or misuse of your CINVIO account, your accounts with CINVIO partners and/or related passwords, unless in case of fraud or gross negligence on our behalf or on behalf of any of our developers or outsourcees.
     

14. Intellectual property
    You acknowledge that we exclusively own the service provided under this agreement. That includes, but is not limited to, the content of our websites, text, graphics, links, buttons, logos, and images, as well as all other patents, copyrights, trademarks, trade secrets, service marks, logos, and product and service names (the "intellectual property"). You agree not to display, use, copy, or modify the intellectual property in any manner. You further agree not to: (i) engage in or use any automated devices, data mining, robots, scraping or similar data gathering or extraction methods to access or use our service; (ii) modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the service, in whole or in part, except for information that you legally upload to the service; (iii) remove or alter any author, trademark or other proprietary notice or legend displayed on our websites or printed pages of those websites; or (iv) infringe CINVIO’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
    The technology and software underlying the service or distributed in connection with the service are the property of CINVIO, its affiliates and service providers, as applicable (the "software"). Under these terms, we grant you a non-transferable, non-sublicensable, and non-exclusive right and license to use the object code of any software on your device(s) solely in connection with the service, provided that you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software. Any rights not expressly granted in these terms are reserved by us.
     

15. CINVIO Partner Account Data
    Ownership. All data concerning your company, its customers and suppliers supplied by any of your company’s entities, or an agent, supplier or employee of your company or generated by CINVIO on behalf of your company based on such data, including (a) data collected, used, processed, stored, or generated as the result of your company’s use of the Services; and (b) personally identifiable information collected, used, processed, stored, or generated as the result of the use of the Services is the sole and exclusive property of the respective CINVIO Partner and your company shall at all times retain all right, title and interest in your data (CINVIO Partner Account Data). CINVIO shall treat your CINVIO Partner Account Data as Confidential Information.
    
    To the extent permitted by applicable law, CINVIO hereby irrevocably assigns, transfers and conveys, and shall cause their employees, representatives, agents or any other natural person working for CINVIO, to assign, transfer and convey, to your company any right, title and interest in and to CINVIO Partner Account Data. Under no circumstances – including gross negligence or wilful misconduct by your company – can CINVIO withhold CINVIO Partner Account Data from your company.
    
    CINVIO use of CINVIO Partner Account Data. CINVIO is provided a limited license to CINVIO Partner Account Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display CINVIO Partner Account Data only to the extent necessary in the providing of the Services to your company. The CINVIO Partner Account Data may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means by any party other than CINVIO, unless expressly permitted by your company or in this Agreement. Except as expressly set forth hereunder no express or implied license or right of any kind is granted to CINVIO regarding the CINVIO Partner Account Data or any part thereof.
    
    Information Security. CINVIO shall adopt and implement appropriate technical and organisational safeguards to preserve the confidentiality, integrity and availability of the CINVIO Partner Account Data and to prevent its use or disclosure, other than as permitted by this Agreement.
    
    Personal data protection. To the extent any personal data is processed by CINVIO, such processing shall be done in accordance with the applicable Data Protection Legislation. Parties commit to provide each other information and assistance where needed for a Party to comply with such Data Protection Legislation, including, as the case may be, with regards to handling data subject’s requests to exercise their rights.
    
    Parties commit to implement the necessary procedures and guidelines to undertake appropriate measures in the event of a Personal Data Breach. Each Party shall notify the other Party in writing without undue delay, and, at the latest within 48 hours, after becoming aware of a Personal Data Breach, involving such other Party’s personal data. CINVIO has the obligation to document every Personal Data Breach that occurs in the context of the performance of the Services, keep the documentation up-to-date and provide a copy thereof to your company upon its request.
     

16. Notifications
    You acknowledge that we may send you communications regarding the CINVIO services through your account, email or other means. Those communications include, but are not limited to (a) notices about your use of the services, including any notices concerning violations of use, (b) updates, including when a new CINVIO partner joins our platform, and (c) payment confirmations. You may opt out of some of those communications.
    Any notification required from you on the basis of these terms (see in particular sections 10 and 18) shall take the form of an email to the following address: support@cinvio.com.
     

17. Changes to these terms
    We may make changes to these terms from time to time, in our discretion. We will communicate those changes to you in accordance with section 16 above. Your continued use of our services following the communication of any changes to these terms implies your acceptance of those changes. The latest version of the terms is available on our website at any time (www.cinvio.com/terms-and-conditions).
     

18. Term and termination
    These terms will remain in effect until your CINVIO account is closed. Any authorised user with the required corporate powers can close your account at any time. We can close your account at our convenience by providing you with two months’ prior notice. We can also close your account with immediate effect for breach of these terms.
    When your CINVIO account is closed, these terms as well as your access to our services terminate immediately, except to the extent and for so long as we need to deal with the account closure and to comply with legal requirements. We may cancel any pending transactions.
     

19. Governing law and jurisdiction
    These terms are governed by and construed in accordance with the laws of Belgium. The courts of Antwerp (Malines) shall be competent to resolve on any dispute that may arise under this agreement.
     

20. Entire agreement
    These terms, together with our privacy policy, constitute the entire agreement between you and CINVIO with respect to your use of our services. They supersede all prior communications and proposals (whether oral, written, or electronic) between you and CINVIO with respect to use of the services. By opening and using a CINVIO account you agree to comply with these terms, including our privacy policy. 
     

21. Transfer of rights
    You must not transfer or assign any of your rights or obligations under these terms to a third party without CINVIO’s explicit consent. CINVIO may transfer or assign this agreement or any right or obligation under this agreement to an affiliated entity at any time.
     

22. Waiver
    The failure of CINVIO to exercise or enforce any right under these terms will not constitute a waiver of that right.
     

23. Severability
    If any part of these terms would be held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

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