Last updated April 2025
1. Account and Services
During registration, Customer will create an administrative username and password. Dalton reserves the right to refuse inappropriate credentials. Dalton will provide the Services as specified in the Order Form.
2. Customer Restrictions
Customer agrees not to: reverse engineer the Services; create derivative works; use Services for third-party benefit; or remove proprietary notices. Customer will comply with all applicable export regulations.
3. Data and Intellectual Property
- Ownership: Customer owns all Customer Data. Dalton owns the Services, Software, and related technology.
- Confidentiality: Both parties will protect Proprietary Information for five years after disclosure.
- Analytics: Dalton may analyze anonymized usage data to improve Services.
4. Fees and Billing
- Customer will pay fees according to the Order Form.
- Invoices are due within 30 days.
- Late payments incur 1.5% monthly finance charge (or legal maximum).
- Billing disputes must be raised within 60 days.
- Customer is responsible for applicable taxes.
5. Term and Termination
- Agreement runs for the Initial Service Term and renews automatically.
- Either party may terminate with 30 days' notice if the other breaches.
- Upon termination, Customer Data remains available for 30 days.
- Key provisions survive termination.
6. Warranty
Dalton will maintain Services with reasonable care and perform professionally. Services may experience downtime for maintenance. Services are provided "as is" without warranties of uninterrupted operation or fitness for purpose.
7. Indemnity
Dalton will defend against third-party infringement claims, with exceptions for Customer modifications or misuse. Remedies include Service modification, licensing, or refund of prepaid fees.
8. Liability Limitation
Except for bodily injury, Dalton's liability is limited to fees paid in the 12 months prior to the claim. Neither party is liable for indirect, consequential, or special damages.
9. General Provisions
- Severability: Invalid provisions will be modified to preserve intent.
- Assignment: Customer may not assign without Dalton's consent.
- Entire Agreement: This document supersedes all prior agreements.
- Notices: All notices must be in writing.
- Governing Law: This Agreement is governed by Belgian law.
- Marketing: Dalton may use Customer's name and logo in marketing materials, subject to trademark guidelines.