Feedback Analytics BV (Feedelity) develops and operates a software solution accessible via an online platform. The Software enables companies to efficiently manage, analyze, and automate online customer feedback.
The services offered through the Software include, but are not limited to:
These General Terms and Conditions ("Terms") define the terms for the use of the Services and the rights and obligations of both parties in this regard.
Feedelity is operated by Feedback Analytics, located at Leieriggestraat 2, 9830 Sint-Martens-Latem, Belgium registerd under the number 1020.624.003.
For questions or support, Feedback Analytics can be contacted via email at info@feedelity.io.
Before the services are provided, the Customer must provide the necessary information and documents required to identify needs and expectations. Based on this, Feedback Analytics will prepare a quotation ("the Offer") stating the contract duration, the content of the services, and the price.
The Customer wishing to use the Services must accept the Offer in writing within the period specified therein, for example, by email. After this period, the Offer expires.
By signing the Offer and using the Application or Services, the Customer fully and unreservedly accepts these Terms. If the Customer does not agree to these Terms, they may not access the Application or use the Services.
All capitalized terms shall have the meanings assigned to them below (equally applicable for singular and plural forms of the terms defined):
Customer Data: means all information, whether or not Confidential Information, entered in Software by or on behalf of the Customer or Provider and information derived from such information, including as stored in or processed through the Software.
Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
This Agreement contains the general contractual terms and conditions applicable to the Software made available by Provider to Customer under this Agreement.
Ultimately on the “Launch Date” specified in the Offer, the Provider will give Customer access to the Software platform (if not already).
The Customer acknowledges that the Provider shall be free to change the Software at any time and at its sole discretion. In particular, the Provider may add, modify or delete services, features and functionalities.
The Provider shall ensure the adequate onboarding and training of the Customer’s personnel to facilitate the effective use of the Software. This shall include, but is not limited to providing instructional materials, manuals, and documentation; organizing training sessions (remotely) tailored to the Customer’s operational needs; offering reasonable support to address any usability issues or questions raised by the Customer’s personnel during the Test Period, and ensuring that the Customer’s key personnel are sufficiently trained for using the Software.
This Agreement has an initial duration specified in the Offer as of the Launch Date (“Initial Period”). After the Initial Period, the Agreement shall automatically renew for successive one-year periods (each a “Renewal Period”) under the same terms and conditions, unless either Party provides written notice of non-renewal at least one (1) month before the end of the then-current period.
The Provider shall develop, maintain, and improve the Software at its own cost. Under no circumstances shall the Customer be required to pay any fee, charge, or contribution for the development, enhancement, or ongoing improvement of the Software. All research, design, programming, testing, and deployment efforts undertaken by the Provider to ensure the functionality and evolution of the Software shall be solely borne by the Provider.
In consideration for the right to use the Software, the Customer shall pay the Provider a fee that is specified in the offer, per active Location for no less than all the Customer’s Locations including future Locations (the “Subscription Fee”). This Subscription Fee is comprehensive and covers all costs associated with access to, and performance of, the Software, including but not limited to hosting, maintenance, customer support, and updates. The Subscription Fee is excl. VAT and is indexed yearly on January 1st.
The Subscription Fee may be indexed annually on January 1st, based on the Agoria Referteloonkostenindex Digital. The reference index shall be the index of December, and each subsequent adjustment shall be made in accordance with the evolution of this index. The increase calculated and communicated by the Provider shall take effect from January, the month following the Provider’s notification of the indexation.
The Customer is responsible for notifying the Provider of any increase or decrease in the number of Locations connected to the Software. Such changes shall result in an automatic adjustment of the total Subscription Fee, effective as from the month following such notification.
The Subscription Fee shall be invoiced on a monthly basis. Each invoice shall specify the number of active Locations for which we monitor customer reviews and feedback via the Software platform during the relevant billing period. Payment shall be made by the Customer within 30 days as from the date of receipt of the invoice. In the event of any dispute regarding the invoiced amount, the Customer shall notify the Provider in writing within a period of 20 days, and both Parties shall work in good faith to resolve the issue.
As from the Launch Date, the Provider shall make the Software available as a service (software as a service). It will not be installed, stored or copied on the Customers’ premises but shall be accessible through an internet connection. The Provider shall undertake all efforts to keep the Software accessible and functional during all days of the week, 24 hours per day (exception made for scheduled maintenance and force majeure events). The Provider accepts the importance for the Customer that the Software remains accessible and functional during business hours, and will schedule maintenance and updates outside business hours.
For the term and the Agreement and in consideration of the Subscription Fee, the Customer shall have access to the Software, with the number of users limited as specified in the Offer. The Customer alone shall be responsible for designating and managing (adding and removing or indicating their user rights) the persons who are authorised to use the Software, through the authorised interfaces (the “Authorised User”). The Authorised Users' access to the Software is strictly personal and may not be shared with third parties. The Customer ensures that each Authorised User shall keep a secure password for their use of the Software. This password may not be shared with a third party under any circumstances. The Customer ensures that Authorised User shall use the access to the Software, through the authorised interfaces, in accordance with the Agreement and shall notify Provider in case of any breach of the Agreement by an Authorised User. The Customer shall be liable for any breach by an Authorised User.
If any services, functions or responsibilities not specifically described in this Agreement are required for the proper performance and provision of the Software, they shall be deemed to be implied by and included within the scope of the services to the same extent and in the same manner as if specifically described in this Agreement, without any additional payment due by the Customer to the Provider.
Provider acknowledges and agrees that all Customer Data is and shall always remain the full and exclusive property of the Customer.
In addition to the confidentiality obligations set forth in article 9 of this Agreement, Provider agrees to:
The Parties both undertake to comply with the rights and obligations set forth in the Data Processor Agreement.
Customer acknowledges that the Software is proprietary to Provider and protected by intellectual property laws. The Customer’s suggestions or requests, which Provider may have taken into account, will not produce any intellectual property right for the Customer.
Provider grants Customer and its affiliates the rights to use the Software in accordance with the terms of this Agreement.
Provider may use the Customer Data to improve the Software model. However, Provider agrees that any improvements derived from the Customer Data will not be used to create a product or service that directly competes with the Customer's business or be sold or marketed to any third party.
The Parties acknowledge that the use of the Software is vital to Customer’s business and, therefore, it is of paramount importance to Customer that Provider’s provision of the services remain continuous and disruption-free. Provider shall take the necessary measures to prevent such disruptions. However, in the event Provider’s provision of the services is disrupted for any reason, it is of corresponding importance to Customer that they be restored rapidly and in a manner that minimizes the impact on Customer’s operations and business.
The Customer acknowledges and accepts that no one can guarantee the proper functioning of the Internet as a whole. In the event of the impossibility of access to the Software, due to technical problems or other problems of any nature, the Customer may not claim any damage and may not claim any compensation.
Provider is responsible for maintaining a backup of Customer Data, for an orderly and timely recovery of such data in the event that the performance of the Software may be interrupted. Procedures must be established and kept up to date to ensure that essential functions can continue during and after a disaster. Provider agrees to make incremental and full backups and follow business continuity and disaster recovery procedures from relevant cyber-security frameworks.
Provider will perform a yearly business continuity test to ensure systems and equipment can provide orderly and timely recovery. Upon Customer’s request, Provider will share the results of the test, including reasonable detail and information to provide Customer assurance that processes and procedures are functioning effectively.
Customer shall retain all right, title and interest in the Customer Data, its Confidential Information, and all its Intellectual Property Rights thereto, supplied by Customer to Provider under this Agreement. Nothing in this Agreement shall effect a transfer of Customer’s Intellectual Property rights from Customer to Provider or any third party, or otherwise be construed to confer any license to Provider or any third party under such Intellectual Property Rights, except as expressly set forth in this Agreement.
Provider shall retain all right, title and interest in its Confidential Information, and all its Intellectual Property Rights thereto, supplied by Provider to Customer under this Agreement. Nothing in this Agreement shall effect a transfer of Provider’s intellectual property rights from Provider to Customer, or otherwise be construed to confer any license to Customer under such Intellectual Property rights, except as expressly set forth in this Agreement.
The Customer acknowledges that the Software and the overall concept of the Providers’ activity, their original and innovative nature, including but not limited to its underlying technology, algorithms, design, architecture, user interface, database structures, source code, object code, documentation, and all updates, modifications, enhancements, translations, adaptations, and derivative works thereof, is and remains the exclusive property of the Provider. The Software is protected by international copyright laws, intellectual property treaties, and other applicable laws.
The Customer, its Affiliates and Locations are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Software as a service, strictly in accordance with the terms of this Agreement. This license does not grant any ownership rights in the Software or its related intellectual property.
The Customer and its Affiliates shall not, directly or indirectly:
The Customer acknowledges that all trademarks, trade names, service marks, logos, domain names, and other distinctive brand features related to the Software and the Provider’s business are the exclusive property of the Provider. The Customer and Affiliates shall not use or register any marks, names, or logos that are identical or confusingly similar to those of the Provider.
Any total or partial reproduction of the abovementioned elements, any unauthorized use, reproduction, distribution, or exploitation of the Software or its intellectual property shall be deemed an infringement of the Provider’s rights and may result in legal action, including but not limited to claims for damages, injunctive relief, and termination of this Agreement.
The Customer undertakes the use the Software in accordance with these Terms and Conditions and not to infringe in any way on the Provider’s property rights. Such an infringement may result in legal proceedings.
The Customer authorizes the Provider to use its name and logo, to mention their collaboration, on any communication medium for reference purposes.
In the event of non-compliance by the Customer and its Affiliates with the provisions of this article, the Customer shall pay to the Provider damages ("dommages et intérêts" / "schadevergoeding") whose amount is hereby agreed by the Parties as a lump sum of EUR 100.000,00 without prejudice to the Provider’s right to claim additional damages, if it can establish that it has incurred a Loss ("dommage" / "schade") exceeding the above amounts.
The Customer and it Affiliates agree not to develop, market, distribute, or assist in the development or marketing of any product, service, or work that is based on or derived from any part of the confidential information, ideas, concepts, functionalities, or other proprietary aspects of the Software. The Customer and Affiliates further agree not to engage in any activities that are identical, similar to, or could compete with the Software provided by the Provider.
The Customer shall not, directly or indirectly, whether alone, jointly with others, or through an intermediary:
Any violation of this non-competition obligation shall entitle the Provider to terminate this Agreement immediately at the Customer’s expense, without prejudice to any damages, injunctive relief, or other legal remedies that the Provider may seek.
These provisions shall apply during the term of this Agreement and for a period of two (2) years from the date of termination of this Agreement.
This non-competition obligation covers Europe and the United States of America.
In the event of non-compliance by the Customer and its Affiliates with the provisions of this article, the Customer shall pay to the Provider damages ("dommages et intérêts" / "schadevergoeding") whose amount is hereby agreed by the Parties as a lump sum of EUR 100.000,00 without prejudice to the Provider’s right to claim additional damages, if it can establish that it has incurred a Loss ("dommage" / "schade") exceeding the above amounts.
Each Party to this Agreement represents and warrants to the other Party that:
Provider represents and warrants to Customer that:
The Provider is bound by an obligation of means in the provision of the Software, its development and the execution of services. Therefore, the Customer expressly acknowledges and accepts that the Provider cannot be held liable for any defects in the Software’s operations solely because of their existence. The Provider’s liability can only be established in the event of foreseeable and direct damage resulting from a proven breach of its obligations directly attributable to the Provider. The total Provider's liability under this Agreement shall be limited to 100.000,00 EUR even in the event of serious misconduct.
The Provider shall not be liable for any damage caused by the use of the Software that does not comply with the Terms and Conditions, nor for any technical problem of the Customer that is not related to the Software’s fault. The Provider shall not be held liable if, for any reason beyond its control, the Software is inaccessible or of poor quality, in particular due to the Customer, or the means enabling it to access and use the Software.
The Customer acknowledges and accepts that when the performance of the Software requires access to or use of third-party platforms the Provider can under no circumstances be held responsible for the proper functioning of these platforms, nor for the content present on these platforms, the Provider cannot be held responsible in the event of modification or disappearance of a platform.
The Customer warrants the veracity of the information and data transmitted (or to which it has given access) to the Provider, necessary for the performance of the Software. The Provider cannot be held liable in the event of the use of erroneous information of data, or information of data that the Customer could not lawfully transmit to the Provider.
The Provider cannot be held liable under any circumstances for third-party content or Customer content.
The Customer is informed that the Provider only aggregates third-party content in to the Customer account without further intervention. The Provider therefore declines any responsibility for third-party content on the Software.
The Customer is solely responsible for the content he writes. What is written by the Software must be validated by the Customer. The Customer represents and warrants to the Provider that the content he writes will not contain content that is illegal, will not infringe any intellectual property rights, or will not breach any laws or regulations. The Customer represents and warrants to the Provider that it has all the legal rights and authorisations enabling it to write the content.
The Customer grants the Provider a worldwide, irrevocable, perpetual, non-exclusive and transferable license to use and reproduce the content.
Except to the extent provided in this Agreement, no Party shall be liable for any default or delay in the performance of its obligations under this Agreement (i) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, or any other such similar cause beyond the reasonable control of such Party, and (ii) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means (including with respect to Provider, by Provider meeting its obligations for performing disaster recovery services as described in this Agreement). Any such event or occurrence as described in this article shall be deemed a “Force Majeure Event”.
Upon notification to the other Party of the occurrence of a Force Majeure Event, the non-performing Party, except to the extent provided in this Agreement, shall be excused from further performance or observance of the obligations so affected for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to recommence performance or observance without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within twenty-four (24) hours of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay.
This Agreement has an initial duration specified in the offer. After the Initial Period, the Agreement shall automatically renew for successive one-year periods (each a “Renewal Period”) under the same terms and conditions, unless either Party provides written notice of non-renewal at least one (1) month before the end of the then-current period.
Termination must be noticed as described below. Termination will take effect at the end of the current subscription period. Early termination does not entitle the Customer to any refund of prepaid fees.
Upon termination or expiration of this Agreement:
Upon request, the Provider shall provide reasonable termination assistance to enable the Customer to retrieve its data and transition to another provider. This assistance is limited to commercially reasonable efforts for up to ten (10) business days following termination. Any additional support may be provided at the Provider’s then-applicable professional services rates and subject to availability.
Any dispute relating to the interpretation of, arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination (a “Dispute”), will be referred in the first instance to Parties for resolution, which will in good faith attempt to resolve a Dispute within 21 calendar days.
If a Dispute is not resolved as per Level 1 above, then it shall be referred to the designated SPOCS of the Parties for resolution which will in good faith attempt to resolve the Dispute within a further 21 calendar days.
If a Dispute is not resolved as per Level 2 above, each Party shall be entitled to submit the Dispute to the courts of Ghent, who shall have exclusive jurisdiction.
Nothing in this Agreement shall be deemed as preventing any Party from seeking preliminary injunctive relief, temporary equitable relief or any other provisional remedy in aid of arbitration from any court of competent jurisdiction.
Each Party agrees to continue performing its obligations under this Agreement while a Dispute is being resolved, except to the extent the issue in dispute precludes performance (it being agreed that a Dispute over payment shall not be deemed to preclude performance) and without limiting either Party’s right to terminate this Agreement.
All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the Belgian law, without giving effect to any other choice of law or conflict-of-laws rules or provisions (Belgian, foreign or international, including the United Nations Convention on Contracts for the International Sale of Goods (1980) (“Vienna Convention”) (if applicable)), that would cause the laws of any jurisdiction other than Belgium to be applicable.
Neither Party shall be deemed to be the legal representative of the other Party nor will anything contained in this Agreement create or imply an agency, joint venture, partnership or other fiduciary relationship between Provider and Customer.
Neither Party’s agents, employees or servants shall be considered an agent, employee or servant of the other Party.
Each Party agrees to assume complete responsibility for its own employees with regard to federal or state employer’s liability and withholding taxes, worker’s compensation, social security, unemployment insurance, and occupational health and safety requirements and other federal, state and local laws.
If at any time any clause or part of this Agreement, is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable in any respect, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intention of the parties, and the remainder of the Agreement will continue in full force and effect
This Agreement shall be binding on the Parties hereto and their respective successors and assigns. Provider may not assign this Agreement or subcontract the performance of the services without the prior written consent of Customer, which consent Customer may withhold or condition in its sole and absolute discretion. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, shall be deemed an assignment for which prior written consent is required. Any assignment made without Customer’s consent as required above shall be null and void and of no effect as between the Parties.
Both Parties may make public statements about this Agreement—such as media releases, public announcements, marketing materials, case studies, social media posts, and website content—without requiring prior approval from the other Party.
Each Party agrees that any public mention, reference, or use of the other Party’s name, logo, trademarks, or services will be made only in a positive and professional manner that reflects favorably on the other Party.
The Customer expressly acknowledges and agrees that the Provider may publicly list the Customer as a client and may describe, in general terms, the services provided under this Agreement in proposals, marketing materials, case studies, social media posts, and on the Provider’s website, without requiring prior written consent from the Customer. The Customer waives the right to withdraw this consent at any time.
Nothing in this section shall permit either Party to make any disparaging, negative, misleading, or harmful public statement about the other Party.
This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it, unless stated explicitly otherwise in the Agreement.
The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of such right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and will not affect the other terms of this Agreement.
A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement will not prevent a Party from subsequently requiring compliance with the waived obligation. No waiver will have effect unless made in writing.
Any waiver by either Party of a breach of any provision of this Agreement will not be considered as a waiver of any subsequent breach of the same or of any other provision thereof.
No modification, amendment to, or alteration of this Agreement, including, without limitation, any Schedules referred to herein and attached hereto, shall be effective unless such modification, amendment or alteration is reduced to writing, states the clear intent of the Parties to modify, amend or alter the specified provisions of this Agreement and is signed by all Parties, except for a change of address provided by one Party to the other.
Any provision of this Agreement which contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.
Unless otherwise stated, all notices required under this Agreement shall be in writing and shall be considered given: (a) When delivered personally, (b) Five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid, (c) Upon receipt when sent via a commercial overnight carrier, fees prepaid, (d) Upon receipt when sent by facsimile transmission confirmed by telephone, and retaining copy of transmission confirmation receipt, or (e) Upon receipt when sent by email, provided that (i) the email is sent to the designated email address of the receiving Party, (ii) a delivery or read receipt is obtained, or (iii) receipt is otherwise acknowledged by the receiving Party.
This Data Processing Agreement ("DPA") is entered into by and between: Feedback Analytics BV, a company registered at Leieriggestraat 2, 9830 Sint-Martens-Latem, hereinafter referred to as the "Processor"; and Client Company, hereinafter referred to as the "Controller".
This DPA governs the Processor’s processing of personal data on behalf of the Controller in connection with the use of the Processor’s AI-driven review management SaaS platform.
4.1. The Processor shall process Personal Data on behalf of the Controller strictly in accordance with this Agreement and only to the extent necessary to fulfill its obligations.
4.2. Any modifications to processing activities must be mutually agreed upon in writing. The Processor retains discretion over technical and operational means of processing, provided that GDPR compliance is maintained.
4.3. Any prior data processing activities conducted before this Agreement shall be considered retroactively compliant unless otherwise disputed by the Controller within 30 days.
The Processor will make reasonable efforts to comply with GDPR but does not assume liability for GDPR breaches caused by Controller’s data collection practices, instructions, or failure to implement required security measures on its end.
6.1. The Processor will process Personal Data only per the Controller’s documented instructions unless required by law. Any deviations must be mutually agreed upon.
6.2. The Processor shall maintain confidentiality and ensure its personnel adhere to appropriate confidentiality agreements.
6.3. The Processor shall implement industry-standard security measures, but does not guarantee protection against all data breaches.
6.4. The Processor may engage subcontractors for processing activities, provided they comply with GDPR standards. Prior approval from the Controller is requested only where legally required.
6.5. The Processor shall assist the Controller with data subject requests and regulatory compliance to a reasonable extent but shall be compensated for any excessive workload beyond the standard service agreement.
6.6. Upon termination, the Processor shall delete or return Personal Data, subject to its own legal retention obligations.
6.7 The Controller is solely responsible for obtaining any necessary consents from data subjects before collecting and providing Personal Data to the Processor. The Processor assumes no responsibility for verifying the lawfulness of data collection.
6.8 The Controller is responsible for responding to data subject requests. The Processor shall provide necessary technical assistance but is not responsible for direct interactions with data subjects.
7.1. The Processor shall notify the Controller of any confirmed data breach within a commercially reasonable timeframe after discovery. Immediate notification is only required if the breach is likely to result in a high risk to the rights and freedoms of data subjects.
7.2. The Processor shall not be held responsible for breaches caused by third parties, acts of cyberterrorism, or Controller’s negligence.
8.1. The Controller may conduct an audit, provided that:
8.2. The Processor has the right to refuse audits that interfere with business operations or involve access to other clients' data.
9.1. The Processor’s total aggregate liability under this Agreement shall not exceed the total fees paid by the Controller to the Processor in the past 12 months.
9.2. The Processor shall not be liable for indirect, incidental, or consequential damages, including loss of profit, business, or data.
9.3. The Controller agrees to indemnify the Processor against any claims resulting from the Controller’s failure to comply with GDPR, data collection laws, or its own security obligations.
10.1. This Agreement remains in effect as long as the Processor provides data processing services.
10.2. If terminated, the Processor will delete or return data within a commercially reasonable timeframe.
11.1. The Processor may transfer data internationally, provided it implements appropriate safeguards under GDPR.
11.2. The Controller may object to a transfer in writing, but the Processor is not liable for delays or service disruptions resulting from restrictions on data movement.
12.1. This Agreement shall be governed by the laws of Belgium.
12.2. Any disputes shall be settled through good-faith negotiations. If unresolved, disputes shall be subject to arbitration before seeking court intervention.
If you have any questions or concerns about our Terms of Service, please contact us:
Feedback Analytics BV
BE1020624003
Leieriggestraat 2
9830 Sint-Martens-Latem
Belgium
Email: info@feedelity.io
Telephone: +32475270483