General Terms and Conditions
Last Update : April 2021
1. DefinitionsIn these Terms and Conditions, the following capitalized wording shall have the following meaning:
- “Administrator User or Board Admin": the person or persons appointed by the Client to manage the Client's account, which has specific administrator functionalities, such as the possibility to create Users, define their rights and modify settings.
- “Business day”: Any day other than Saturdays, Sundays and public holidays in Belgium.
- “Client”: any legal entity that opens an account to receive a Service from Govrn.
- “Client Data” means any content, data and information provided by Client in the context of using the Services.
- “Client Subscription”: the plan selected by the Client that includes all or part of the Services.
- “Initial Term”: The first term of the Agreement as chosen by the Client when subscribing to the Services.
- “Intellectual Property Rights”: all copyrights, patents, database rights, confidential information, trademark rights, designs and models rights and/or any other intellectual property rights (whether registered or unregistered), including technical and/or commercial know-how, methods and concepts, whether or not patentable; applications for registration, and the right to apply for registration, for any of these rights; and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
- "Location": the physical address that is linked to the account opened by the Client, where the Client is authorized to use the Services.
- “Services”: any of the web and mobile applications provided by Govrn in the form of Software-as-a-Service (SaaS) available online through the Site, and the underlying servers and software used to provide such applications. A detailed description of the Services can be found at govrn.com.
- “GOVRN”: GOVRN SA/NV, a company organized under the laws of Belgium, with its registered office at Avennue Vandendriessche 18, B‐1150 Brussels, Belgium, Register of Legal Entities Brussels, and listed in the Crossroads Bank for Enterprises under number 0761.625.687.
- “Trial Period”: as defined in section 3.3.1.
- “Term”: Total duration of the Agreement between the Parties, including, as the case may be, successive renewals.
“User or Board User”: any natural person authorized to use the Services on behalf of the Client.
2. Binding Agreement
2.1. Acceptance of Terms
Govrn provides its Services subject to the Client’s acceptance of the Agreement. By opening an account with Govrn through the Site, the Client acknowledges that it has read, understood, and agreed to be bound by this Agreement. If a person signs this Agreement on behalf of a company or legal entity, this person warrants that he/she has the authority to bind the company or any other legal entity or affiliate he/she represents. If the Client registers for a Trial Period, this Agreement will also govern the Trial Period.
2.2. Modifications of Terms
Govrn reserves the right to unilaterally revise or update the Agreement from time to time at its sole discretion. Minor revisions or updates will simply be published on Govrn’s website. Significant modifications will be subject to notification by Govrn to the Client by website notice, email or any other form of communication. Changes will apply fourteen (14) business days after they have been published or notified if applicable. If the Client does not agree to the changes, they have the right to stop using the Services and cancel their account without charge within fourteen (14) business days after the new terms have been published, or notified if applicable. In such event, the Client will be entitled to a pro-rata refund of the already paid monthly or annual fee. The Client understands and agrees that its continued use of the Services fourteen business days following the publication, or notification when applicable, of any changes to the Agreement, constitutes acceptance of those changes. In no event shall the continued use of the Services by the Client be construed as continued under the former terms of the Agreement.
3. Provision of the services
3.1 Use of the Services
3.1.1. During the term of this Agreement, Govrn hereby grants the Client and the Users, a limited, revocable, non-exclusive, non-transferable right to access and use the Services included in the applicable Client Subscription in accordance with this Agreement. From and after the date of any such purchase and for the remaining duration of the term of this Agreement, Govrn hereby also grants the Client and the Users a limited, revocable, non-exclusive, non-transferable right to access and use, in accordance with this Agreement, any additional Services that are purchased by the Client, for an additional cost, during the term of this Agreement.
3.1.2. The Client is responsible for ensuring that its use of the Services is in accordance with this Agreement.
3.1.3. The right to use the Services described in Section 3.1.1 is granted subject to the restrictions in terms of the number of Users, functionalities and/or transactions attaching to the applicable Client Subscription, as described on the Site. It is granted for the sole purpose of enabling the Client and Users to access and use the Services for the Client’s own lawful internal business purposes. Unless otherwise stated in writing, the right to use the services described in Section 3.1.1. cannot be transferred or sublicensed to any third party, in whole or in part, without the written prior approval of Govrn.
3.1.4. Except for the rights of use and other rights expressly granted herein, no other rights are granted to the Client or any User. The Client expressly acknowledges that the access or use of a Service does not imply a transfer of any Intellectual Property Right to the Client or any User. All Intellectual Property Rights and all derivative rights related to the Site and the Services continue to be retained by Govrn or its licensors.
3.2. Registration process
3.2.1. To sign up for a Service, Govrn requires the Client to register on the Site. When the Client registers, a client account will be opened, and the Client will be required to provide its customary billing information such as name and billing address and to select a plan and a payment frequency. Depending on the selected Client Subscription and payment frequency, a credit card number might be required as well. The Client commits to provide accurate and complete information when registering and to keep this information up-to-date. Govrn has the right to suspend or terminate the Client’s account and to refuse any and/or all current or future use of the Service (or any part thereof), if any information is untrue, inaccurate, not up-to-date or incomplete.
3.2.2. The Client and its Users register and log in using a valid email address and a password for authentication (the “Client Login Data”). The Client remains responsible for the confidentiality of the Client Login Data. The Client is fully responsible for all activities that occur on its account.
3.3. Free trial
3.3.1. The Client has the right to request (only) one (1) trial period free of charge per Location to experience the features and functionalities of the Services before making a purchasing decision (the “Trial Period”). If the Client renews its account at the end of the Trial Period, the Client will not be eligible for another free Trial Period for the same Location. If Govrn discovers that the Client has registered several times for Trial Periods for a certain Location, Govrn reserves the right to restrict or terminate any of the Client’s client accounts in Govrn’s sole discretion and/or to refuse all current or future use of the Service (or any part thereof).
3.3.2. During the Trial Period, Govrn makes its Services available to the Client with full access to all functionalities mentioned in the Client Subscription and full support. For Services used during the Trial Period, Govrn does not make any binding commitments, obligations, representations or warranties in connection with the Services, as the Services are provided “as is” and “as available” during the Trial Period.
3.3.3. The Trial Period starts from the creation of a client account, which is confirmed by an approval sent by Govrn to the e-mail address provided by the Client. The Trial Period is valid for fifteen (15) days unless the Client’s use of the Service is terminated earlier in accordance with this Agreement. As soon as the Trial Period expires, the Client’s access will be immediately terminated, except if the Client Subscription is opened.
3.3.4. Notwithstanding the foregoing, Govrn has the right to modify the conditions of the Trial Period or to discontinue it entirely at any time, without prior notice, including, but not limited to, when Govrn believes that the Client applies for a Trial Period not to make any purchasing decision, but for any other (unlawful) purpose such as to engage instead in industrial espionage.
4. Quality of service requirements
Providing a great quality of service (QoS) is central to Govrn’s Service objectives. QoS is measured by technical specifications that specify the Service quality of features such as availability and good performance (4.1), security (4.2) and serviceability (4.3). Govrn represents and warrants to the Client that (i) it has the experience and ability to perform the Services required; (ii) it will perform the Services in a professional, competent and timely manner, consistent with industry standards and with the terms as contained herein; (iii) it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement and otherwise comply with applicable laws in the provision of the Service; (iv) it is authorized to grant the rights and undertake the obligations of the terms and conditions contained in this Agreement and (v) the Services do not infringe the Intellectual Property Rights of any third party.
4.1. Availability and good performance
The “Monthly Uptime Percentage” is calculated by taking the total number of minutes in a calendar month minus the number of minutes of Downtime in the given calendar month, all divided by the total number of minutes in that calendar month. The time that the Services are not available qualifies as “Downtime”, which gives rise to service credits. Downtime does not include (i) scheduled Downtime (for maintenance and upgrades which are notified in advance to Administrator Users), (ii) unavailability of the Service due to force majeure, (iii) lack of access that is due to the Client’s improper use of the Service, and (iv) unavailability of the Service that results from the Client’s acts or omissions or the Client’s third party services, hardware, software, or network, including but not limited to issues resulting from inadequate bandwidth. Govrn will notify the Administrator User in case of scheduled Downtime which may have a substantial impact on Users.
4.1.3. If Govrn fails to meet its Service Commitment in a given calendar month, the Client will be eligible to receive Service Credits (for the Client’s Downtime during such calendar month) on future billing cycles. Such Service Credits shall be the Client’s sole and exclusive remedy with respect to such failure to meet the Service Commitment.
4.1.4. The claim for Service Credits submitted to Govrn must include (i) a detailed description of the incident; (ii) information regarding the duration of the Downtime; and (iii) descriptions of the Client’s attempts to resolve the incident at the time of occurrence. Govrn must receive the claim and all required information within thirty (30) calendar days after the day the incident occurred. Govrn will evaluate all information reasonably available to them and make a good faith judgment on whether Service Credits are owed. If Govrn determines that Service Credits are owed to the Client, Govrn will issue them on the next billing period. Service credits will neither be paid in cash nor refunded to credit cards. If Govrn determines that Service Credits are not owed to the Client, Govrn will communicate the reason for such decision to the Client within a month. Service Credits are calculated as a percentage of the total charges paid by the Client (excluding one-time payments) for the monthly billing cycle in which the Downtime occurred, in accordance with the chart below:
Monthly uptime percentage Service credit percentage
Less than 99,50% but equal to or greater than 95% 10%
Less than 95% 30%
The Service is only fully functional and effective if the Client uses the necessary pre-specified hardware (browser) software and telecommunication facilities. It is the Client’s sole responsibility to take the necessary measures that enable access to the Services on the Internet. The equipment and software the Client uses to access the Services online must meet the system requirements as clearly communicated here.
4.2.1. Govrn represents and warrants that (i) its networks, operating systems, software, routers, databases, and computer systems comply with and are properly configured in accordance with applicable laws and compliance with industry standards and that it is known as to such applicable industry standards; (ii) it utilizes commercially reasonable procedures to back-up any data processed under this Agreement; (iii) it shall implement security policies and procedures to protect to the data processed under this Agreement, which policies and procedures shall be in accordance with applicable laws and compliance with industry standards. Govrn will notify the Client of any known or suspected security breach in accordance with applicable laws and regulations. To receive such notifications, the Client commits to subscribe on the Govrn platform to receive status updates. Govrn will work with the Client to immediately correct any material security deficiency of which Govrn is notified in writing.
4.2.2. The Client understands that Govrn cannot and does not guarantee or warrant that files available for downloading from the internet or the Site or using the Services, will be free of viruses or other destructive code. The Client is responsible for implementing sufficient procedures and checkpoints to satisfy the Client's particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. To the fullest extent provided by law, Govrn will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect the Client’s computer equipment, computer programs, data, or other proprietary material due to the Client’s use of the website or any services or items obtained through the website or to the client’s downloading of any material posted on it, or on any website linked to it.
The client’s use of the site, the services and underlying applications, any of their content, and any services or items obtained through the site are at the client’s own risk. The site, the services and underlying applications, their content, and any services or items obtained through the site are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Except as otherwise expressly set forth herein, neither Govrn nor any person associated with Govrn makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the website. Without limiting the foregoing, neither Govrn nor anyone associated with Govrn represents or warrants that the site, the services and underlying applications, any of their content, or any services or items obtained through the site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the website or any services or items obtained through the website will otherwise meet your needs or expectations.
4.3.1. Maintenance and upgrades
18.104.22.168. Govrn will perform maintenance activities and updates of the Services regularly. Govrn is also keen to innovate and improve its Services. The Client acknowledges and agrees that Govrn may, in the future, offer new features through the Services or change the form and nature of the latter in a non-material manner. Such new features or modified Services shall be subject to this Agreement.
22.214.171.124. Govrnmay limit at any time the access or use of the Services to the extent necessary for maintenance or to perform modifications or enhancements to the Services. Govrn strives to schedule maintenance and upgrades mostly during weekends. Govrn will inform the Client at least 24 hours in advance of scheduled maintenance which may have a substantial impact on Users. Downtime or other Service interruptions caused by scheduled maintenance will not entitle the Client to reimbursement of any Fees or other compensation from Govrn.
Through its customers support service, Govrn will strive to provide clear and conclusive answers to any questions or comments of the Client about its experience with the Services or the Site to contribute to the solution of a problem that has been identified relating to the Client’s access to or use of the Services or the Site. Questions and comments should be made in writing via email at email@example.com or through the dedicated icon when the Client is logged in.
5. Acceptable Use
5.1. Illegal activities
5.2.1. The Client is not authorized to take any action that may jeopardize the safety or security of the Services, the Site or of the network used. This includes, but is not limited to, distributing, downloading, uploading or transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious program that may infringe the Services or the Site and the interests of both Govrn and its Clients, Users and other customers. The Client must refrain from processing any content that may burden or disturb the applications’ and Site’s infrastructure or their proper functioning.
5.2.2. Upon prior written notice to Govrn, the Client shall be authorized to perform regular vulnerability tests (automated scans) following agreed-upon instructions and procedures. The results shall be provided to Govrn in order to try and address or mitigate possible vulnerabilities identified.
5.2.3. The Client agrees to immediately notify in writing Govrn of any breach of security or unauthorized use of the Client's account or Client Login Data and commits to take all appropriate measures to prevent unauthorized access or use (e.g. ensuring that the Client exits its account at the end of each session and that the Client Login Data are adequately protected).
Using the Service to send unsolicited and/or commercial messages between Users, such as junk mail, spamming and chain letters or sending threatening messages and other disturbing messages between Users is not allowed.
6. Content Management
6.1. Inappropriate content
The Site may contain direct or indirect links to third-party websites and/or electronic
communication portals, on which Govrn cannot exercise any technical, content or other control. User-generated content may include such hyperlinks among others. Govrn does not guarantee and does not assume any liability for, the accuracy, legality, completeness or quality (of the content) of (i) external websites linked to on the Site or (ii) any other electronic communications portals that are not under the actual control of Govrn. The use of or access thereto is therefore at the Client’s own risk and responsibility. Govrn is not liable for any damage that may result therefrom.
6.3. Downloads / Uploads