1. Definitions

1. “UNDO software” means CAUA SUI VC Krugerstraat 232, 2660 Hoboken, Belgium BE0774.580.929.

2. “Client” means any legal entity entering into an agreement with Undo.software or using its services.

3. “Services” means the software-as-a-service solutions, platforms, applications, and related services provided by Undo.software.

2. Applicability

1. These Terms and Conditions apply to all proposals, agreements, and Services provided by Undo.software, unless explicitly agreed otherwise in writing.

2. Deviations from these Terms are only valid if confirmed in writing by Undo.software.

3. SaaS Services & License

1. Undo.software provides access to its Services on a subscription basis (SaaS).

2. The Client is granted a limited, non-exclusive, non-transferable right to use the Services during the term of the agreement.

3. The Client shall not copy, resell, sublicense, reverse engineer, or use the Services for unlawful purposes.

4. Undo.software may update or improve its Services from time to time; material changes will be communicated in advance.

4. Accounts & Access

1. The Client is responsible for the confidentiality and security of its accounts and login credentials.

2. The Client is fully responsible for all activity carried out under its accounts.

3. Undo.software shall not be liable for damages resulting from unauthorized access caused by the Client’s negligence.

5. Fees & Payment

1. All fees are exclusive of VAT and other applicable taxes unless stated otherwise.

2. Subscription fees are invoiced in advance for the agreed billing period (monthly, quarterly, or yearly).

3. Payments are due within thirty (30) days of the invoice date, unless otherwise agreed.

4. In case of late payment, Undo.software may suspend access to the Services until full payment is received.

6. Service Levels & Availability

1. Undo.software will use commercially reasonable efforts to ensure high availability of its Services but does not guarantee uninterrupted or error-free operation.

2. Planned maintenance will be announced in advance when possible; emergency maintenance may occur without prior notice.

3. Any agreed service level commitments (SLAs) will be specified in a separate Service Level Agreement, if applicable.

7. Data & Privacy

1. The Client retains all rights, title, and interest in its own data.

2. Undo.software processes personal data solely in accordance with applicable data protection laws, including the GDPR.

3. Undo.software will act as a Data Processor, and the Client as Data Controller, unless otherwise agreed in a Data Processing Agreement (DPA).

4. Undo.software shall not access, use, or share Client data except as necessary to deliver the Services or as legally required.

8. Intellectual Property

1. All intellectual property rights in the Services, software, documentation, and related technology remain with Undo.software.

2. Except for the limited license granted under these Terms, no rights are transferred to the Client.

9. Confidentiality

1. Both parties agree to treat all non-public information received from the other party as confidential.

2. Confidential information may not be disclosed to third parties without prior written consent, except as legally required.

10. Liability & Indemnification

1. Undo.software shall only be liable for direct damages resulting from willful misconduct or gross negligence.

2. Undo.software shall not be liable for indirect damages, including but not limited to loss of data, business, revenue, profits, or goodwill.

3. The maximum aggregate liability of Undo.software shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

4. The Client agrees to indemnify Undo.software against claims arising from misuse of the Services or violation of these Terms by the Client.

11. Term & Termination

1. Agreements are valid for the subscription term specified in the order form or proposal.

2. Unless otherwise stated, subscriptions automatically renew for successive terms unless terminated in writing at least thirty (30) days before renewal.

3. Either party may terminate the agreement with immediate effect in case of a material breach that is not remedied within thirty (30) days after written notice.

4. Upon termination, the Client’s right to access the Services ceases, and Undo.software will provide the Client with an export of its data upon request, within a reasonable timeframe.

12. Governing Law & Jurisdiction

1. These Terms are governed by and construed in accordance with the laws of Belgium.

2. Any disputes shall be submitted exclusively to the competent courts of Antwerp, Belgium.