General terms and conditions
Owlata Platform
for the provision of services and data licensing

These terms and conditions govern the contractual relationship between the SPRL ATHERIS SERVICES, whose registered office is located at 1348 Ottignies-Louvain-la-Neuve, Chemin du Cyclotron 6 and registered at the BCE under number 0682.411,826, hereinafter referred to as "Atheris", and the natural or legal person, hereinafter referred to as "the Customer", using Atheris' Owlata platform : data analytics software, with online application accessibility via the website www.owlata.eu, (the "Owlata Platform") or to any other service directly related to the use of the Owlata Platform, hereinafter together referred to as the "Services", as well as to the use of data from the Owlata Platform, hereinafter referred to as the "Owlata Data".

  1. Object
    1. These terms and conditions apply, without restriction or reserve, to all Services offered by Atheris through the Owlata Platform and to the process of the Owlata Data.
    2. Any order for Services on the Site or through any other means as well as any use of the Owlata Data by the Customer implies the unreserved acceptance of these general terms and conditions, if applicable supplemented or amended by specific conditions. These general conditions prevail over any other previous general or special conditions and over the Client's own general conditions, unless otherwise expressly agreed by Atheris.
    3. Atheris reserves the right to modify these general terms and conditions at any time. In this case, unless otherwise agreed, the applicable general terms and conditions shall be those in force on the date of the order by the Customer.
    4. The general terms and conditions are available at any time on the website www.owlata.eu.
  2. Features of the Services offered
    1. Atheris allows the Customer, through the Owlata Platform, to collect and process data, extract analyses, share results and data sets from multiple data sources. The "Owlata" system interacts with many data providers such as LoRa®, Sigfox® and dedicated Internet of Things (IoT) networks. Its modularity allows it to be easily adapted to the specific needs of the Customer while its openness allows it to connect to the Customer's existing systems at any level.
    2. Atheris uses the latest known technologies, which are in constant evolution and development. Atheris uses its best efforts to ensure that the Services and Owlata Data provided meet the Customer's expectations. However, in no event shall Atheris be bound by any obligation of result to the Customer with respect to the Services and Data provided to the Customer.
  3. Rates and payment terms
    1. The prices of the Services displayed on the Site are indicated in euros excluding VAT. Atheris reserves the right to change its prices at any time. However, the prices applicable to the order are those in force, unless otherwise agreed.
    2. The entire order is to be paid immediately by the Customer in accordance with the instructions indicated in the order confirmation e-mail ("pre-paid" system). In this case, payment is a condition for access to and use of the Owlata Services and Data.
    3. In the particular case where Atheris and the Customer have agreed on a monthly subscription system ("post-paid" system), an invoice is sent to the Customer by e-mail when the order is placed and then monthly on the first working day of each month. The Customer undertakes to pay the invoice within 15 calendar days from the day of its sending by e-mail. Failure, by the Customer, to pay an uncontested invoice within 15 calendar days from the date it is sent shall automatically result in the debiting of annual interest calculated in accordance with the law of 2 August 2002 on combating late payment in commercial transactions or any subsequent legislation as well as a fixed compensation equivalent to 10% of the unpaid invoice and intended to cover the administrative costs related to this late payment.
  4. Intellectual Property of the Gross Data
    1. By using Atheris' Services, the Customer supplies the Owlata Platform with its own data (hereinafter referred to as the "Raw Data"). The Customer undertakes to have all the rights and authorisations of any kind required to authorise the processing of the Raw Data through the Owlata Platform. In particular, the Client guarantees that the Raw Data does not contain any intellectual property rights belonging to third parties or that any intellectual property rights do not prevent their processing through the Owlata Platform. In any event, the Client is solely responsible for obtaining these rights and authorizations.
    2. In accordance with Article 7.6, the Customer guarantees Atheris from any recourse by third parties generally of any nature directly or indirectly related to an unauthorised use of the Raw Data.
  5. Protection of privacy
    1. When the Raw Data provided by the Client contains personal data within the meaning of Belgian and European provisions on the protection of privacy (including, in particular, but not limited to, European Regulation 2016/679 on the protection of personal data and the law of 8 December 1992 on the protection of privacy), the Client is considered as the "controller". The Client alone bears all the obligations related to the status of controller in accordance with Belgian and European provisions relating to the protection of privacy.
    2. Atheris operates exclusively as a "processor" of the Customer and acts on behalf of the Customer, who is responsible for the processing. Atheris only consults and/or processes personal data if and to the extent that it is necessary for the performance of the Services.
    3. Atheris processes personal data and makes them available to the Customer solely for the aims (or purposes) communicated by the Customer in its capacity as controller. Atheris does not make any copies of the personal data made available, except for back-up purposes if this is necessary for the performance of the Services. Atheris does not store the data longer than is necessary for the provision of the Services. When personal data is no longer necessary for the performance of the Services, Atheris destroys or returns it to the Customer.
    4. Atheris makes every effort to ensure the confidentiality of the personal data it receives from the Customer. Personal data shall be considered confidential during and after the transfer or expiry of the contract, in accordance with Article 10.
    5. Taking into account the state of the technology, the costs of execution, as well as the nature, scope, context and purposes of the processing and the specific risks, Atheris undertakes its best efforts to take appropriate technical and organisational measures to ensure a level of security for the storage and transmission of personal data. In particular, Atheris secures personal data against destruction, loss, alteration, unauthorised disclosure of, or unauthorised access to, data transmitted, stored or otherwise processed in an accidental or unlawful manner. Atheris undertakes to notify the Customer, in its capacity as controller, of any unlawful or otherwise unauthorised (attempted) processing or access to personal data or other confidential data and Atheris shall take all measures reasonably necessary to prevent or limit any (further) breach of security measures.
    6. Atheris undertakes to inform its staff having access to personal data about the provisions of the General Data Protection Regulation (European Regulation 2016/679) and guarantees that persons who are authorised to process personal data have undertaken to respect confidentiality or are bound by an appropriate legal obligation regarding confidentiality. Atheris takes the necessary technical and organisational measures to ensure that the places where personal data are processed on the Customer's instructions are not accessible to unauthorised persons.
    7. Atheris is authorized to subcontract the processing of personal data by subcontractors for the purposes specified by the Customer. Where applicable, the subcontractor shall undertake to comply at least in an equivalent manner to the obligations of Atheris as referred to in this Article
    8. Upon prior written request by the Customer, Atheris shall make available all information demonstrating compliance with the obligations incumbent on Atheris in its capacity as the controller's processor. If necessary, Atheris authorizes the Client to appoint an external auditor to verify that the obligations set out in this article are respected.
    9. Atheris shall in no event be liable for any damage resulting from instructions from the Customer. If Atheris is summoned by a third party for compensation for damage related to its personal data, the Customer shall voluntarily intervene as a guarantee of Atheris and shall bear all costs and expenses of any kind that Atheris may incur as a result of such summoning, including, without limitation, lawyers’ fees and expenses within a reasonable limit. If Atheris is ultimately held liable, Atheris will reimburse the Customer for the costs that have been exposed by the Customer and will bear alone the compensation for the damage of the third party.
  6. Owlata Data License Agreement
    1. Atheris makes available to the Customer, in the form of a license, the data resulting from the processing of the Raw Data by the Owlata platform (the "Owlata Data"). The license granted authorizes the use of the Owlata Data on a non-exclusive basis, for personal or professional purposes, without time or territory limits, provided that the conditions referred to in these general conditions are respected in their entirety.
    2. The Client shall refrain from any use of the Owlata Data contrary to the laws and regulations in force or in breach of public order.
    3. In the context of the reuse of Owlata Data, the Customer undertakes to indicate their source without this mention being interpreted as any guarantee given by Atheris.
    4. The license is not transferable, unless expressly agreed in writing in advance by Atheris. If a Customer's request to grant third parties the right to reuse the license in respect of the Owlata Data has not been complied with, such failure to respond shall be deemed to be a refusal by Atheris.
    5. The Owlata Data remains the sole intellectual property of Atheris. Any infringement by the Client of Atheris' intellectual property rights, such as unauthorised transfer, copying, duplication or infringement of copyrights, without this list being exhaustive, shall give rise to the payment of an irreducible and lump sum indemnity of not less than €20,000.00 per infringement found, without prejudice to Atheris' right to pursue full compensation for its damage. The infringement must be established either by an independent third party or contradictorily by the Customer and Atheris.
    6. The Client undertakes to immediately notify Atheris of any infringement or risk of infringement of its intellectual property rights as a result of the actions of third parties.
  7. Limitation of liability
    1. Atheris can never be held liable for damages deemed indirect, accidental, punitive, incidental or consequential such as, but not limited to, loss of data, data corruption, loss of profits or revenues, loss of turnover, loss of machining time, financial or economic damage, increase in overheads, disruption of planning, business interruption costs, withdrawal and/or relocation costs, restocking costs, damage to reputation or loss of customers, even if such damage was reasonably foreseeable.
    2. In no event shall Atheris be liable for any damage resulting from (i) software defects (Operating System, Database Software...) and hardware (server, switch...)) of the Customer from which the Owlata platform is used, (ii) any failure by the Customer to perform any of its obligations, (iii) any misuse by the Customer of the Owlata platform, (iv) any intervention on the Customer's computer equipment or hardware that Atheris may perform following the Customer's request. In addition, the Customer is solely responsible for preserving the integrity of its Raw Data.
    3. In any event, the prescription period for the Customer's contractual liability action against Atheris is 6 months from the occurrence of the damage.
    4. If Atheris is liable, for any reason, the right to compensation is limited, for any reason, to the price of the order excluding tax paid by the Customer to Atheris for the current year.
    5. The exclusions and limitations of liability of Atheris provided for in the preceding paragraphs also apply to the liability of its employees, collaborators, servants, consultants, representatives, alternates, suppliers and delivery persons.
    6. Without prejudice to Article 5.9, the Customer undertakes to cover, defend and hold Atheris harmless and with no liability regarding any claims, demands, causes of action, actions, losses, liabilities, suits, judgments, damages and expenses, including, but not limited to, attorneys' fees and expenses to a reasonable extent, arising out of or in connection with (i) the violation of intellectual property rights or the privacy of a third party as a result of the use of the Owlata Platform and (ii) the Customer's breach of these general terms and conditions.
  8. Guarantees
    1. Atheris guarantees that, to the best of its knowledge, the license granted by these general terms and conditions, as well as any associated documentation or services provided by Atheris, do not infringe the intellectual property rights of third parties.
    2. The license is granted to the Customer "As Is" and Atheris makes no guarantee, express or implicit, regarding the Owlata Services and Data, in particular regarding its functionalities and compatibilities.
    3. The guarantees stipulated in this article are the only guarantees offered by Atheris. Atheris makes no other guarantees, express or implicit, with respect to the Owlata Services and Data, including, but not limited to, quality, appropriateness for a particular purpose or non-infringement.
  9. Confidentiality
    1. Each party who receives information qualified as confidential by the other party undertakes to:
      • use it only for the purpose of the proper performance of the contract;
      • not to disclose it to third parties without the prior written consent of the other party;
      • allow access to this confidential information only to staff members who absolutely
      • must be informed;
      • impose this confidentiality obligation on all persons having access to confidential
      • information;
      • copy confidential information only when absolutely necessary and for the proper
      • performance of the contract;
      • immediately inform the other party if there is a finding or presumption that
      • confidential information has been disclosed to unauthorized persons;
      • immediately return to the other party, at the latters request, all confidential information, including copies made thereof.
    2. This obligation of confidentiality shall not apply if the party who received the confidential information can provide evidence that the confidential information:
      • were already known to it before their communication by the other party or were
      • developed independently by it;
      • have been legitimately obtained from a third party not bound by an obligation of
      • confidentiality;
      • have entered the public domain without breach of this obligation.
    3. The provisions of this Article shall continue to bind the parties for a period of 3 years from the date of disclosure of the confidential information.
    4. If a party is required by law or by judgment to disclose confidential information, the receiving party shall promptly notify the disclosing party in writing of this disclosure obligation in order to enable it to seek an order prohibiting or limiting such disclosure.
    5. At the end of the contract, each party shall return all confidential information to the other party or shall ensure its destruction, which shall be notified in writing.
  10. Disputes and litigation
    1. Any difficulty resulting from the performance of these general terms and conditions or from the Services shall be communicated to the other party as soon as possible by registered letter. Atheris and the Customer shall meet within 15 days of sending the registered letter in order to initiate a discussion on the problem and negotiate a solution in good faith and with a real effort to resolve the dispute, without any formality being required.
    2. If no agreement is reached within 30 days of sending the registered letter, the most diligent party may bring the dispute before the French-speaking enterprise court of Brussels or, failing such court's jurisdiction, before the French-speaking court of first instance of Brussels, which shall be the only courts competent to hear any dispute arising from the execution of these general conditions or relating to the Services and Owlata Data, notwithstanding a guarantee call or a plurality of defendants.
    3. These general terms and conditions and their execution are subject to Belgian law.
  11. Final provisions
    1. The parties shall not be deemed to be in breach of their contractual obligations if such breach is due to the occurrence of a case of force majeure. Force majeure refers to any event beyond the control of the party or one of its suppliers, unforeseeable and unstoppable, of any nature whatsoever, natural disasters, bad weather, sabotage, embargoes, strikes, interruptions or delays in transport or means of communication or supply of raw materials, energy or components, tool accidents which have the effect of rendering this contract temporarily or permanently unenforceable. It is specified that the list of cases of force majeure is not exhaustive. The party claiming force majeure is required to notify the other party without delay, indicating the reasons and circumstances that prevent the proper performance of the contract.
    2. If any part or parts of these general terms and conditions are declared invalid, unlawful or void, any invalidity, unlawfulness or nullity shall not affect the remaining parts of the terms and conditions and shall remain in full force and effect as if such part or parts had not been included. In this case, the parties shall endeavour to replace this cancelled provision with a valid provision corresponding to the spirit and purpose of the general terms and conditions. The fact that Atheris does not invoke the application of any of the clauses of these general terms and conditions does not mean that Atheris waives them.
    3. The Customer agrees that the Customer's name may appear or be referenced on Atheris' website, in order to allow Atheris to promote its services.
    4. In the event of any discrepancy between the French version of these general terms and conditions and a version translated into another language, the French version shall prevail.