SALES INVOICES – COPY TO ACCOUNTANT

Version 3.0

04 November 2019

These Terms and Conditions apply to Your use of the CodaBox service ‘Sales Invoices – copy to accountant’ (hereinafter ‘Service’). Upon first login with Your token and by using the Service, You as end user agree to these Terms and Conditions without reservation, so please read them carefully.

1. The Service

  1. The Service is provided by CodaBox N.V., Diestsepoort 1, 3000 Leuven, VAT BE0840559537, RPR Leuven (hereinafter: “CodaBox”). To offer You this Service, CodaBox collaborates with the software provider (hereinafter: “Software House”) who is responsible for providing Your invoicing software (hereinafter the “Software”).
  2. The Service is delivered on top of the existing CODA[1] services of CodaBox and provides CodaBox’s fiduciary clientele (i.e. Your accountant, hereinafter: “Accountant”) the opportunity to offer added value to You, as professional end user. The Service creates added value by accommodating the automated transfer of Your sales invoices (including credit notes) via Your Software to Your Accountant, but also by providing You in a digital, integrated manner with the transactional information of Your bank account which can be derived from the CODA messages Your Accountant already receives via CodaBox on Your behalf. CodaBox thus facilitates a more accurate and faster matching between the incoming traffic on Your bank accounts with sales invoices You send to Your customers. This will enable swifter follow-up on any outstanding invoices, thus shortening the time between invoicing and payment, which in turn increases substantially the financial well-being and robustness of Your company.
  3. When You ask for the provision of the Service via Your Software House, CodaBox will send You an e-mail with a token. This e-mail will be sent to the e-mail address that was provided to CodaBox by Your Accountant. Upon Your first login with the token via Your Software, the connection with the Service will be established. Both You and Your Accountant receive confirmation when the connection has been established and the Service is active.

By logging in the first time with Your token, You unambiguously agree without any reservation with these Terms and Conditions (hereinafter the ‘Agreement’) and You give CodaBox permission to transfer under the conditions outlined in these Terms and Conditions Your electronic sales invoices to your Accountant and to transfer CODA-information in relation to Your bank account to Your Software.

2. Pricing

  1. CodaBox provides the Service to You free of charge. Note, however, that You may incur costs charged by third parties whose services are needed for You to be able to use the Service (e.g. costs associated with telecommunications services, the use of Your Software, etc.).

3. Using the service

  1. The Service is meant for professional use only. You therefore warrant that You will only use the Service for its intended purposes in compliance with these Terms and Conditions, in a prudent and professional manner and in accordance with industry best practices with regard to usage of these types of services.
  2. Your usage rights with respect to the Service are determined by these Terms and Conditions alone and by any applicable provisions in mandatory statutory law. By no means can Your Software House provide You additional usage rights with regard to the Service, unless explicitly authorised by CodaBox in writing beforehand.
  3. CodaBox reserves the right to modify these Terms and Conditions at any time and at its own discretion. You will be notified of any changes made to these Terms and Conditions via the e-mail address that CodaBox used to send You the activation e-mail as explained in clause 1.3. If You do not agree with these Terms and Conditions, You will have the right to terminate this Agreement in accordance with clause 5.2. The Terms and Conditions will be available via the CodaBox website and You are responsible for downloading a copy for Your own use.
  4. As end user You are required to keep the token You received for logging in to the Service personal and safe from any unauthorised use by third parties. Furthermore, You must take all reasonably appropriate safeguards to ensure that no unauthorised third party may be granted access to the Service via Your systems, software and access rights. If You become aware of any unauthorised activity with regard to Your access to or use of the Service, You are required to notify CodaBox immediately via e-mail (support@codabox.com).
  5. You will refrain from using the Service in any way or from taking any action with regard to the Service, CodaBox’s other services, its systems or software which can be construed as:

(a) a violation of these Terms and Conditions or the intellectual property rights or any other right of a third party, Your Accountant, another end user, the Software House or CodaBox;

(b) a threat to the security or integrity of CodaBox’s services, software or systems;

(c) a danger to CodaBox’s services, software or systems due to viruses, Trojan horses, spyware, malware or any other form of malicious code; or

(d) in any way hateful, obscene, discriminating, racist, slanderous, spiteful, hurtful or in some other way inappropriate or illegal.

If You do not comply with this obligation, CodaBox shall have the right to immediately suspend Your access rights to and use of the Service.

  1. You are solely responsible for the legitimacy, accuracy and truthfulness of Your sales invoices sent via the Service. CodaBox is not responsible nor commits itself to perform any kind of verification or transformation of Your sales invoices transferred via the Service to ensure that these characteristics are present. The Service does not include any active archiving facility, so You cannot retrieve via the Service any sales invoices that You have sent in the past to Your Accountant via the Service. Your archiving of Your sales invoices remains Your responsibility. Likewise, CodaBox does not provide any guarantee nor assumes any responsibility with regard to the accuracy or truthfulness of the notifications regarding positive or negative transactions on Your bank account(s) derived from the CODA messages received by Your Accountant.
  2. CodaBox provides the Service ‘as is’ with a ‘reasonable efforts’ commitment only. Furthermore, CodaBox may at its own discretion decide to take the Service offline for performing maintenance, updates, upgrades, implementing new security measures, or because the Service is being suspended or cancelled. If the unavailability of the Service is planned, You will duly be informed beforehand.
  3. To provide You the Service, CodaBox relies on third parties such as telecommunications providers who are beyond its control. CodaBox does not assume any responsibility and cannot be held liable for any unavailability of the Service nor for any data breaches, data loss, loss of integrity or damage to data or systems due to shortcomings in the service delivery of any such third party.

4. Limitation of liability

  1. You must notify CodaBox as soon as possible of any damage to Your data, software or systems which occurred in the framework of delivering the Service and – subject to loss of rights – at the latest fifteen (15) days after its occurrence.
  2. CodaBox can only be held liable for fraud, serious fault or gross negligence in the execution of his commitments under these Terms and Conditions and only for proven direct damages resulting thereof, the amount of which may never exceed 1000 EUR in aggregate.
  3. CodaBox can never be held liable for any indirect damages such as loss of time or clientele, missed commercial or business opportunities, missed cost savings, loss of income or profit, loss or corruption of data, business discontinuity or damage to reputation.
  4. CodaBox is not responsible and cannot be held liable for any shortcomings in the delivery of the Service or any damage to data, software or systems of Yourself, Your Accountant , the Software House or any third party when such shortcoming or damage is the result of shortcomings in the services, software or systems of third parties, of any fault or misinformation on the part of You, Your Accountant or Sofware House, or of an event of force majeure. As an event of force majeure shall at least be understood: war, terrorism, natural disasters, fire, floods, storms or other extreme weather conditions, occupation, strikes, government measures, defaults or force majeure of subcontractors, electrical faults and technical failures.

5. duration and termination

  1. This Agreement between You and CodaBox shall be of indefinite duration and shall commence on the date You log in the first time with Your token.
  2. You and CodaBox may both terminate this Agreement at any time without incurring a charge and without prior judicial intervention with one (1) month prior notice. The period of notice commences on the first day of the month following the notification.
  3. If Your Accountant terminates his service subscription with CodaBox for CODA services pertaining to You, this Agreement shall terminate automatically on the same day as the service subscription ends. CodaBox shall inform You immediately when the Customer’s notification for such termination has been received by CodaBox.
  4. CodaBox may terminate this Agreement without prior judicial intervention at any time, effective immediately and without incurring a charge when a) the agreement between Your Software House and CodaBox has been terminated, or b) You have become insolvent, have ceased Your activities, are liquidated or declared bankrupt or c) Your use of the Service constitutes such a violation of these Terms and Conditions or applicable mandatory statutory law that any further collaboration with CodaBox becomes impossible.
  5. CodaBox shall cease to transfer any and all data of which You are the rightful owner upon termination of this Agreement. Insofar as possible, taking into account obligations stemming from mandatory statutory law, CodaBox shall endeavour to delete all of such data remaining on its servers.

6. Data protection

  1. Your sales invoices that are transferred to Your Accountant via the Service, will be stored by CodaBox as back-up for Your Accountant. It is possible that when You use the Service, CodaBox processes personal data that are included in the sales invoices that are transferred through the Service. In these cases, CodaBox shall only process the personal data to the extent required for the proper functioning of the Service as provided for in these general terms and conditions. In this respect, CodaBox shall act as a processor on behalf of You (acting as controller). CodaBox will implement the appropriate technical and organizational measures to guarantee the security of its processing activities, it being understood that CodaBox is only responsible for the security of those personal data when in transit via CodaBox’s systems but that either You or Your Accountant are responsible when the data are delivered at Yours or Your Accountant’s end. Upon Your simple request, CodaBox shall provide more detailed information hereon. CodaBox guarantees that the persons who are involved in the processing activities are bound by a confidentiality undertaking. You authorize CodaBox to use other (sub-)processors, to the extent that these processors are bound by similar obligations as CodaBox. Where necessary, CodaBox will assist You in good faith in the your compliance with your legal obligations under the relevant legislation, in particular the General Data Protection Regulation (EU) 2016/679. Upon termination of this Agreement, CodaBox will continue to store the personal data for an additional period required to guarantee the continuity of the Service and/or to ensure the availability of the data in case of a litigation so that CodaBox is able to manage its possible legal liabilities. After the expiry of this period, all data will be erased, unless during this period, CodaBox obtains a different legal ground for the processing of the data.
  2. In addition, CodaBox will not process personal data concerning You, unless such processing is necessary to fulfil contractual obligations towards You and/or Your Accountant. In any event, CodaBox shall strictly comply with the applicable legislation, in particular the General Data Protection Regulation (EU) 2016/679. More info on https://www.codabox.com/en/gdpr/.

7. Confidentiality

  1. CodaBox will keep all data transferred between You and Your Accountant confidential, with the exception of course of all notifications of such data which are required for delivering the Service.
  2. CodaBox will also have the right to communicate these data to a third party, in case of a merger, take-over, sale or contribution of a branch or participation in a joint venture with or by that third party.

8. Intellectual property

  1. CodaBox remains at all times holder of all intellectual property rights related to the Service, with the exception of all documents, information and other elements received from You or Your Accountant. CodaBox grants You, where You make use of the intellectual property of CodaBox for access to and use of the Service, a non-exclusive, non-transferable and non-sublicensable right of use for an indefinite period only.
  2. Having regard to the provisions of the preceding paragraph, You shall not copy, analyse, decompile, make public, distribute, transfer to third parties, or change any content encumbered with intellectual property rights unless expressly permitted by CodaBox.
  3. Each use You make of any material protected by intellectual property rights or other rights of third parties, happens on Your full and sole responsibility, and You indemnify and hold CodaBox harmless against any possible legal action of third parties with regard to violation of their rights. You acknowledge and accept that CodaBox exercises no power of control nor any advisory powers with regard to any rights held by third parties.
  4. By uploading any content encumbered with intellectual property rights held by You, You grant CodaBox a non-exclusive, non-transferable, worldwide and non-sublicensable right of use for an indefinite period with regard to that content insofar CodaBox makes use of this content in the framework of delivering the Service.

9. Miscellaneous

  1. The rights of access to and use of the Service outlined in these Terms and Conditions are granted to You personally and You may not transfer them to any third party without the written explicit permission of CodaBox beforehand.
  2. CodaBox reserves the right to rely at its own discretion on subcontractors for the fulfilment of its obligations under these Terms and Conditions. CodaBox also reserves the right to transfer at its own discretion any of its rights or obligations or even the entirety of its rights and obligations stemming from these Terms and Conditions to a third party.
  3. These Terms and Conditions are governed by Belgian law. You agree to try and solve any dispute regarding this Agreement through negotiations. Should negotiations fail, then the dispute shall be brought before the courts of Brussels.

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[1] CODA (encoded daily statement) messages are standardised electronic bank statements that are drawn up by the customer’s bank, giving detailed information regarding the activities on the customer’s accounts.