Last modified on 8 November 2024
These are the terms and conditions of dScribe BV, with registered office at Voskenslaan 95a, 9000 Ghent, Belgium and registered in the CBE under number 0770726861 (hereinafter “dScribe”, “we”, “us” or “our”).
In case of questions, you may contact us by emailing us at legal@dscribedata.com or calling us via +44 738 031 8712.
1. Definitions
Agreement: the contractual relation between dScribe and you regarding the use of dScribe's Services and Software, including these Terms and Conditions, the Purchase Order and any annexes or schedules thereto;
Affiliates: means any entity that, directly or indirectly, owns, controls, is owned by, is controlled by, or is under common ownership or control with you. For the purposes of this definition, “control” refers to the power to direct the management or affairs of an entity. “Ownership” denotes the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity;
Customer (hereinafter “Customer”, “you” or “your”): the legal entity or natural person specified in the Purchase Order;
Customer Content: any data, content, code, images or other materials of any type that you or your users retrieve via the Software’s connectors, upload into the Software or directly create in the Software;
Party: you and dScribe will each be referred to as a “Party” and collectively the “Parties”;
Purchase Order: the document made by dScribe and agreed by you that specifies the nature, number, price and other specifics of the subscriptions or Services ordered by you;
Services: services related to the use of the Software provided by dScribe as described in the Purchase Order or as otherwise mutually agreed in writing, including usage limits, technical support, add-ons, software development kits and application programming interfaces (“APIs”) made available in connection with such cloud-based solutions;
Software: the proprietary software and cloud based solutions as a service “dScribe”, developed and owned by dScribe. dScribe’s software focuses on data discovery and documentation, which implies making the large amount of reports and datasets within companies more searchable and more easily documented;
Subscription Term: the period for which you agreed to make use of dScribe’s Services, as specified in the Purchase Order;
2. Applicability
Please read these terms carefully. By accepting a Purchase Order, or by otherwise indicating your acceptance of this Agreement (such as by paying an invoice referring to this Agreement), you agree to be bound by this Agreement.
If you are entering into this Agreement on behalf of a company, organization, or another legal entity, you are agreeing to this Agreement for that entity and representing to dScribe that you have the authority to bind such Entity to this Agreement, in which case the terms “you”, “your”, "Customer" or a related capitalized term herein will refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept the Purchase Offer and must not use the Services.
3. Services and Support
3.1. Services
We will exercise reasonable care and skill in performing the Services and on a best-efforts basis only. The obligation to perform the Services is an obligations of means and will not bind us to achieve a predefined result. The Services will be performed in complete independence and dScribe will plan its activities (including the allocation of its resources) as it sees fit.
The provision of the Services is at all times subject to your cooperation in good faith. In particular, and without prejudice to the generality of the foregoing, you will provide on a timely basis any accesses, approvals, business rules and information as necessary to allow dScribe to perform the Services.
You acknowledge that the Services are online, subscription-based products, and that in order to provide improved customer experience we may make changes to the Services, and we may update the applicable documentation accordingly. Subject to our obligation to provide Services under existing Subscription Terms, we can discontinue any non-essential Services or any portion or feature thereof at any time without liability to you.
3.2 Access to Services
3.2.1 Subject to your compliance with this Agreement (including all payment obligations), we hereby grant to you a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable (except to Affiliates) right, to access and use the Services. This license is granted for the duration of the Agreement. Your use of our Services is solely for the purposes stated within the Agreement and there are no implied licenses; any other use is a violation of this license and will result in the revocation of the license.
Affiliates may also access and use the Services provided that such Affiliates agree to be bound by the terms of this Agreement. You remain fully liable for such Affiliates’ actions and omissions in connection with this Agreement as if you had performed such acts and omissions yourself.
3.2.2 We reserve the right, at any time and at its sole discretion, without being liable, to suspend or interrupt the access to the Services, in full or in part, notably for:
- maintenance purposes;
- operational requirements;
- upgrade of the functionalities;
- internal choices; or
- in case of emergency.
In doing so, we will always have your best interests at heart and will try to keep any associated unavailability of the Services to a minimum and if possible avoid such unavailability during business days. To the extent possible, we will also warn you in advance about such downtime.
3.3 Acceptable Use and Restrictions
When using the Services, you commit to not:
(a) share or store content that infringes on someone's intellectual property rights or violates any laws;
(b) distribute malicious software or harmful code;
(c) engage in or promote illegal activities.
Unless expressly permitted in writing by dScribe, you will also not:
(d) falsely claim an affiliation with dScribe
(e) sell, lease, or otherwise commercialize access to the Services, or register for the Services on behalf of a third party;
(f) interfere with, disrupt or misuse the Services, reverse engineer any part of them, or place undue strain on the Services or connected networks;
(g) take any action that would cause the Software, the source code or other confidential information to be placed in the public domain.
3.4 Credentials
3.4.1 You are permitted to create unlimited user accounts for the internal use of the Services within the context of the Agreement.
If you permit third parties to access your dScribe account (e.g., by providing your API token or a user account) you do so at your sole risk and dScribe will not be directly or indirectly responsible or liable to you in any manner, for any harms, damages, loss, lost profits, special or consequential damages, or claims, arising out of or in connection with such permission. You acknowledge that by permitting a third party to access your dScribe account, the third party may obtain, modify, or delete your account data and settings.
3.4.2 You are responsible for maintaining the confidentiality of all usernames, email addresses, passwords, and other access credentials (such as API tokens and OAuth credentials) created by or assigned to you and are solely responsible for all activities that occur with such credentials. You agree to notify us promptly of any actual or suspected unauthorized use of the Services. We reserve the right to terminate any user account that we reasonably determine may have been accessed or used by an unauthorized third party and will provide immediate notice of such to you.
3.5 Customer Content and Network Data
3.5.1. You will retain all right, title and interest in and to any Customer Content.
3.5.2. In accordance with this Agreement, you grant us a non-exclusive, worldwide, royalty-free right, which is fully sublicensable, to handle Customer Content. This includes the right to collect, use, store, transmit, modify, and create derivative works. This right is strictly limited to what's necessary for us to deliver the Services to you.
Other than our security obligations under Section 8.2 (Security), we assume no responsibility or liability for Customer Content, and you will be solely responsible for the consequences of using, disclosing, storing, transferring or transmitting Customer Content.
3.5.3. You recognize and accept that dScribe may share your Customer Content with our employees, representatives, officers, directors, agents, advisors, affiliates and consultants who have a need to know such data for the purpose of providing the Services; and are bound by a confidentiality obligation prior to such disclosure.
3.5.4. During the provision of our Services, we generate server, network, or traffic data (“Network Data”). This data primarily aids in the efficient delivery and improvement of our Services. While we reserve the right to use this data for service enhancement and operational analysis, we commit to doing so in a manner consistent with our role as a processor and in compliance with applicable data protection laws. Should the Network Data include personal data, it will be treated with the utmost care and in line with relevant data protection regulations.
3.6 Free Trial
3.6.1 Occasionally, we may provide new customers with a free trial of the Services.
3.6.2 If you access our Services via a free trial, you receive a limited, revocable, non-exclusive, non-transferable privilege to use the Software during the specified trial period, provided you adhere to this Agreement. The scope and features accessible during the free trial will be solely at dScribe's discretion. We reserve the right to modify or retract the benefits provided during the trial at any time.
3.6.3 No charges apply during the free trial. Unless you upgrade to a paid subscription, your account will be suspended once the trial period ends. We disclaim any liability for issues or damages resulting from the usage of a free trial account.
4. Audit
From time to time, we may review your use of the Services and Software to ensure everyone's benefiting from it as intended and in line with this Agreement. We promise not to do this more than once a year unless something specific raises our concern.
When we conduct an audit, we ask you for your cooperation. This might include giving us further insight into how you use the Software or sharing relevant records. In most cases this will not be needed. If the audit reveals non-compliance with the terms of this Agreement, you will cover the reasonable costs of the audit, in addition to facing potential further remedies we might consider necessary.
5. Third-Party Products and Services
You may choose to integrate or use third-party products or services with our Software (“Third-Party Products”), via integrations available in the dScribe admin portal or via our APIs. Be aware that Third-Party Products operate under their individual terms and policies. As such, dScribe shall not bear responsibility or liability for any issues, damages, or losses stemming from your use of or reliance on these products. Any interaction with Third-Party Products is solely between you and the third-party provider.
While dScribe facilitates the integration of Third-Party Products for enhanced functionality, we neither endorse nor assume overarching responsibility for these products. Please be advised that all integrations are provided on an “as is” and “as available” basis. While we aim to ensure compatibility and continued support for these integrations, circumstances may necessitate the removal or alteration of certain integrations. In such cases, we will make reasonable efforts to notify you and, where possible, offer alternatives.
6. Subscription Terms
6.1 Subscription Terms and Renewals
Services are provided on an annual subscription basis.
Unless stated otherwise or cancelled, your subscription to the Services will automatically renew for successive one-year periods. If you do not wish for your subscription to renew, you must cancel it at least thirty (30) calendar days before the end of your current Subscription Term. Otherwise, you'll be charged at our then-current rates on the first day of the subsequent Subscription Term.
When not sure how to cancel, you may cancel your subscription by contacting us via accounting@dscribedata.com.
6.2 Payment
To access and use our Services, you are required to pay the subscription fee in full, upfront, as specified in our invoice.
All invoices are due and payable within thirty (30) calendar days from their date of issuance. In the event of partial payment or delay in payment, an annual interest of 8% will be applied by law to any outstanding amount, commencing from the due date and without the need for a default notice. We reserve the right to suspend access to the Services due to non-payment or late payment.
6.3 Price Changes
We reserve the right to modify the fees for the Services at our discretion. Should we decide to adjust our pricing, we will notify you via email at least thirty (30) calendar days in advance of your next billing period. Unless otherwise mentioned in our notice, any alterations to the subscription fees will apply to the subsequent billing periods following our notice.
In the event we announce a price alteration less than thirty (30) days before the end of your current Subscription Term, you'll have the option to continue using our Services at the prior rate for an additional billing period.
6.4 Taxes
The amounts payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to you. You shall be solely responsible for payment of all federal, state or local import, usage, value added, withholding or other taxes or duties associated with the supply or use of the Services or which may be levied or based upon the fees, the expenses or any part thereof, and you will promptly reimburse us for any such taxes or duties paid by us.
7. Beta Functionality
From time to time, we may make features that are under development (“Beta Functionality”) available to you for free. You may access such Beta Functionality at your sole discretion. Beta Functionality is intended for testing purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up or first use (which will form part of the Agreement).
We are not obligated to provide you with support for the Beta Functionality or correct any bugs, defects, or errors in the Beta Functionality. We may discontinue, suspend, or remove Beta Functionality (including any Customer Content stored as part of the Beta Functionality) or your access thereto at any time in our sole discretion and may never make them generally available.
In the event that a version of a Beta Functionality becomes generally available and will be part of the Services, you may be permitted to continue using the generally available Services subject to additional terms as provided in the Agreement.
You understand that any information you obtain regarding Beta Functionality is confidential information, and you agree not to disclose such information until a Beta Functionality becomes generally available, except as required by law, and to only use such information in connection with your use of the Beta Functionality.
Notwithstanding the provisions of Section 13 , we will have no liability for any harm or damage arising out of or in connection with any Beta Functionality.
8. Data Processing and Security
8.1 Data Processing
All data processing activities, including those involving personal data, conducted under this Agreement are governed by our Privacy Policy and associated documents, such as the Data Processing Agreement (DPA) we've entered into with you. We remain committed to handling data in compliance with applicable data protection laws. You can access and review our Privacy Policy via https://dscribe.cloud/privacy-policy and the DPA via https://dscribe.cloud/dpa.
8.2 Security
We implement security procedures to our commercially best efforts to help protect Customer Content from security threats. However, you understand that your use of the Services necessarily involves transmission of Customer Content over networks that are not owned, operated or controlled by us, and we are not responsible for any of Customer Content that is lost, altered, intercepted or stored across such networks. For the avoidance of doubt, we cannot guarantee that our security procedures will be error-free, that transmissions of Customer Content will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. More information about our security measures can be found in our Data Processing Agreement.
9. Termination
You always have the right to terminate the subscription, provided you notify us in writing at least thirty 30 calendar days before the billing date. You can notify us through the Services subscription page or via accounting@dscribedata.com. The subscription will then automatically come to an end at the end of the ongoing Subscription Term (or earlier if you request it, but please take note that our fees are non-refundable).
Either Party has the right to immediately terminate (or dScribe may alternatively suspend) the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if (i) the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty (15) calendar days after receipt of written notice of the material breach (including but not limited to those in Section 6 ‘Subscription Term Renewals and Financial Terms’) or (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
10. Intellectual Property Rights
10.1 dScribe is and remains the sole and exclusive proprietary owner of all intellectual property rights related to the Software (including the underlying software, source code, computer programs, platforms, applications, algorithms and methodology pertaining thereto) and the Services. Nothing in this Agreement will convey any title or proprietary right or intellectual property rights in or over the Software and/or Services to you. Except for the limited license granted pursuant to this Agreement, no other rights in respect of the software and the Services will be granted or transferred to you in connection with this Agreement.
10.2 You may from time to time provide suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services to dScribe. By providing such feedback, you grant dScribe a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, perpetual license to use, reproduce, incorporate, distribute, and otherwise exploit the feedback in connection with the Services and any other product or service offered by dScribe. dScribe will use feedback in a manner that does not infringe on your rights or disclose any confidential information you might have shared. You acknowledge and agree that any use of feedback will be at dScribe's sole discretion.
11. Confidentiality
Both parties may exchange confidential information during the course of this Agreement. "Confidential Information" refers to any information, regardless of its form or medium, marked as confidential or that should reasonably be understood to be confidential.
Exceptions to Confidential Information include:
- Information publicly known or becomes public without a breach of this Agreement.
- Information already known by the receiving party prior to disclosure by the other.
- Information obtained from third parties without breach of any confidentiality obligations.
- Information developed independently by the receiving party outside the scope of this Agreement.
Both parties agree:
(a) Not to disclose Confidential Information to third parties, except to individuals on a "need-to-know" basis, under similar confidentiality obligations.
(b) To use the same degree of care in protecting the Confidential Information as they use to protect their own confidential information, but no less than reasonable care.
(c) Not to use or exploit Confidential Information except for the purposes of this Agreement.
(d) To notify the other party promptly upon discovering any unauthorized use or disclosure of the Confidential Information.
12. Warranty
We will provide the Services with the professionalism, care, and diligence expected of a qualified service and software provider, in good faith and in accordance with Belgian law.
The Services and the Software are provided to you on an "as is" and "as available" basis.
Except as expressly stated above, we do not make any other representations or warranties concerning the Agreement, including the Software and Services. All other representations and warranties, whether express or implied, including but not limited to implied warranties of fitness for a particular purpose, merchantability, and non-infringement are expressly disclaimed. We also disclaim any warranty regarding the accuracy or completeness of data or operational criteria provided by you.
13. Limitation of Liability
In the event one Party is found liable to the other arising out of or related to this Agreement:
(a) For any single liability event, the liable Party's damages shall not exceed the total fees (excluding taxes and expenses) paid by you during the specific subscription term in which the event occurred; and
(b) For all liability events combined during a specific subscription term, the total damages shall not exceed the sum of all fees (excluding taxes and expenses) you paid during that term and the previous term.
In no event will either Party be liable for indirect, incidental, special, consequential, prospective, speculative, exemplary or punitive damages (including, without limitation, damages due to business interruption, loss or corruption of data, lost revenue, income or profits, loss of anticipated savings, loss of competitive advantage or goodwill, opportunity loss, the cost of procuring replacement goods or Services, reputational harm) arising out of this Agreement, regardless of the cause of such damages, even if such damages were foreseeable.
14. Force majeure
We will not be held liable for any failure or delay in the performance of our obligations pertaining to the Services if such failure or delay arises from causes beyond our control, encompassing but not limited to acts of God, war, strikes, lockouts, riots, epidemics, fire, communication line failures, power outages, earthquakes, other disasters, failures of third-party systems or services integrated into our Services, unauthorized access to our IT systems, or any other reason if non-compliance with obligations is beyond our reasonable control ("Force Majeure"). We will notify you of the existence of a Force Majeure event as soon as reasonably possible, providing regular updates related to it and undertaking reasonable steps to minimize delays and mitigate any resulting inconvenience.
15. Applicable Law
This Agreement and all non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with Belgian law.
In case of any dispute arising in respect of this Agreement, whether during or after its term, the Parties will first attempt to amicably settle such dispute. Where no such amicable settlement can be reached within thirty (30) days from the dispute having arisen, the dispute will be submitted either to a mutually agreed upon arbitration court, or, in the event the parties cannot mutually agree, to the exclusive jurisdiction of the Brussels courts, Belgium.
16. Changes to this Agreement
16.1 Modifications and implementation thereof
16.1.1 We may modify this Agreement from time to time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the e-mail address(es) associated with your account.
16.1.2 Together with the notification, we will specify the effective date of the modifications.
Unless indicated otherwise, modifications to this Agreement will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you choose not to renew pursuant to Section 6.
Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate the Agreement upon notice to us, and we will refund you any fees you have pre-paid for use of the Services for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) calendar days of us providing notice of the modifications.
16.2 Free trials
In some instances, such as with Free Trial Accounts, you must accept the modifications to continue using the Services. If you do not agree with the modifications, your exclusive remedy will be to stop using the Free Trial Account.
17. Electronic Communications
By using the Services, you acknowledge you will receive certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing and that this communication may be used as evidence.
By using the Services, you consent to receiving certain electronic communications from us. You agree that all notices, agreements, disclosures, or other messages that we send to you electronically satisfy any legal requirement that such communications be in writing, and that such electronic communications may be used as evidence in any legal proceedings.
18. Publicity
You grant us permission to recognize you as our customer and to use your website's name, logo, and other branding materials in our promotional and marketing resources, including but not limited to our website, presentations and other related materials. If you prefer not to be recognized in this manner, please notify us at legal@dscribedata.com.
19. General
This Agreement constitutes the entire and exclusive understanding and agreement between you and dScribe regarding your use of and access to the Services.
You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time, in which case we will provide notice to you.
The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of particular provisions.
In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration.
The authoritative version of this document is available at: https://dscribe.cloud/terms-and-conditions. While translations of this document may be provided for your convenience, the English language version hosted at the link above is binding for all users of the Service.
Version History
8 November 2024
Subscription renewal terms updated: added the ability for customers to continue next billing period on previous pricing in case of price alterations within 30 days of renewal.
11 July 2024
Officially registered address of dScribe changed.
4 October 2023
Terms and Conditions published.