Master Service Agreement (T&Cs)

Article 1 – Definitions

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For the purpose of this Master Service Agreement, the following terms are defined as follows:

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1. Wehave/We/Us:
   wehave BV, Kattestraat 262890 Puurs-Sint-Amands with company number: 0795.870.053 Belgium
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2. Client:
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3. Data Collaboration: The process of sharing and analyzing data between businesses using our platform.

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Our platform enables users to collaborate on first-party data for the generation of insights and audiences, particularly for advertising purposes and measurement. This collaboration allows businesses to leverage shared data for mutually beneficial outcomes.

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1. First Party Data: Data collected by Users directly about their customers.
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2. Data Activation: The use of data for targeted advertising purposes, including but not limited to, integration with platforms like Google Ads and Facebook Ads.
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3. User: Any business entity which is registered to the Platform. Accounts creation will be confirmed by us before the Platform is usable. In the context of this Master Service Agreement, the Client is a User.
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4. Platform: the Wehave data collaboration platform.
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5. Services: data consultancy services.

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Article 2 – Project Orders & Purchase Orders

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• This Master Service Agreement governs the general terms under which Wehave will deliver services to the Client and access will be given to the Platform to the Client.
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• Specific projects may be initiated through separate Purchase Orders (POs) referencing this Master Service Agreement, each of which will specify the project scope, deliverables, timeline, and agreed fees.
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• A Purchase Order is considered accepted when confirmed in writing by Wehave.
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• In the event of conflict between the Purchase Order and this Master Service Agreement, the Purchase Order shall prevail for that specific engagement.

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Article 3 – Acceptance of Conditions

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1. Before User is granted access and is permitted to use the Platform they have to accept this Master Service Agreement.
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2. This Master Service Agreement is concluded by (digital) signing of this document and this Master Service Agreement forms the legal basis for any future services, and shall remain in effect until terminated.
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3. Each Purchase Order forms a separate contractual commitment under the terms of this Master Service Agreement. All terms of this Master Service Agreement are applicable to the Purchase Order(s).

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Article 4 – Platform

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1. The Platform provides User with an account, an interface with dashboards, upload links for data and various integrations with third parties.
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2. Our Platform offers integrations with external platforms, including but not limited to, Facebook Ads. This is necessary in order to enhance the functionality and effectiveness of Data Activation.
   
   The user is responsible for complying with the terms and conditions of the concerning external platforms when choosing to use the integrations.

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Article 5 – Account

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1. When a User registers with Us, we create a designated account for the User on our Platform. User must provide Us with information that is accurate, complete and current.
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2. Account credentials must be kept strictly confidential and secure. Wehave is not liable for any unauthorized access or any other possible consequence of failing to keep the account credentials confidential and secure.
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3. User must notify Us immediately upon becoming aware of any (possible) breach of security or unauthorized use of Users' account.
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4. User is responsible for all activities that occur in their own account.
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5. We reserve the right to suspend or terminate an account at any time, without prior notification, at our own discretion.
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6. The User is granted access to a single account, which may be used to manage access for individual authorized users within their organization. Unauthorized sharing of login credentials or providing access to individuals outside the authorized scope may result in wehave restricting or suspending access to the account.

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Article 6 – License

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1. Wehave grants User a personal, non-transferable and non-exclusive license to use the Platform. Each collaboration is licensed separately and subject to the applicable fees as defined in Article 7.
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2. User retains all rights to the data they upload to the Platform. By using the Platform, User grants Wehave a limited to the duration of this Agreement, irrevocable, non-exclusive license to use, copy, modify, and distribute aggregated and anonymized insights generated through the use of the Platform, solely for the purpose of improving, operating, and marketing the Platform and its services.
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3. The Client grants Wehave a perpetual, worldwide, irrevocable, non-exclusive, royalty-free right to use, copy, analyse, and publish aggregated and fully anonymised results of processing activities performed under this Agreement for the purposes of:
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   • creating and maintaining industry, sector, or cross-customer benchmarks,
   • identifying and analysing market trends, and
   • producing anonymised reports, statistics, and insights for internal use, product improvement, marketing, and thought leadership.
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   For the purposes of this clause, “aggregated and fully anonymised” means that such data cannot reasonably be used to identify the Client, its customers, or any other natural person, either by Wehave or any third party, in accordance with Recital 26 of the GDPR.
   
   Wehave shall not publish or share any benchmark or statistic that could reasonably allow reverse-engineering of the Client’s performance or reveal commercially sensitive information specific to the Client without the Client’s prior written consent.
   
   The rights granted under this clause survive termination of this Agreement.
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4. User confirms and warrants that they have all rights, powers and proxies necessary to grant a license as named in bullet 2.

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Article 7 – Fee

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1. Unless otherwise agreed in a PO, pricing will be based on the rate card as seen below.
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2. Rate cards are indicative and do not bind the Client until confirmed in a PO.
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3. Monthly access fees are charged per collaboration and depend on the number of contacts in the rights holder’s audience within that collaboration.
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4. Additional costs, such as for additional users, integrations, or services, will be communicated transparently before invoicing and are subject to acceptance by the User.
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5. In case the User requests consultancy or custom services not covered under the standard access fees, an hourly consultancy rate of €75 (excluding VAT) will apply. These services and related costs will be communicated and confirmed prior to execution.
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6. All pricing stated in this agreement is subject to an automatic annual increase of 5%, effective on the 1st of January each calendar year. The updated pricing will apply to all invoices issued after this date.

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Article 8 – Payments

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1. Wehave will send invoices before the end of each month.
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2. User will make sure to satisfy the amount due within 30 days of the receipt of the invoice.
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3. Wehave is entitled to adjust the fee annually. User will be notified about such price changes one month in advance.
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4. In case of non-payment Wehave has the right to suspend Users' access to their account, this will not affect the payment obligation.
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5. In case of non-payment, all legal costs and consequences will be for the account of the user.

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Article 9 – Service Level

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1. The Platform will be periodically updated. These updates will improve the services. User agrees that it accepts and will facilitate all updates as necessary. In case Wehave is not able to update in a timely manner, because of Users' conduct or omission, Wehave will not be liable for any resulting damages.
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2. Back-ups will be made of user accounts, excluding any data in the Platform.
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3. Wehave has no liability whatsoever in case of any downtime of the Platform.
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4. Support services – Wehave will respond to any Platform-related inquiries or issues within 24 hours.
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5. Complaints can be sent to hello@wehave.io or by WhatsApp through numbers provided.

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Article 10 – Customer Data

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1. Our service allows Users to transfer data of their customers to the Platform. User is solely responsible for the accuracy of this data and lawfulness of the transfer.
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2. User indemnifies Wehave for all claims resulting from unlawful processing of personal data.
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3. The data provided by the User will be encrypted at rest and selected identifiers will be hashed (Pseudonymization). All direct personal identifiable information will be removed.
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4. The original data will be completely deleted seven days after being uploaded if not ingested into the Platform.
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5. Once User has transferred the data to the Platform, data can be removed on the User's behalf. This includes any data shared with other companies on the Platform. Because of the nature of hashing and privacy considerations, we cannot return the original data set.

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Article 11 – Intellectual Property & Third-Party Software

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1. The results and insights as generated and shown on the dashboard are copyright protected. This copyright belongs to Wehave.
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2. Wehave is entitled to use the trademark and trade name of User for marketing and promotion purposes.
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3. The Platform may include components licensed from third parties, including open-source software, which are subject to their respective license terms.
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4. A list of such third-party components and the applicable license terms is maintained by Wehave.
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5. By using the Platform, User agrees to comply with all applicable third-party license terms, if they have been communicated to the User in writing by Wehave as referenced in the above documentation.
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6. These license terms are incorporated by reference, Wehave makes no warranties or representations regarding third-party software components and disclaims all liability arising from their use, to the fullest extent permitted by law.

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Article 12 – Data Protection

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1. We are a processor within the meaning of article 4(8) of the General Data Protection Regulation (GDPR).
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2. The data provided to Us and used on the Platform must be collected in compliance with applicable laws and/or regulations.
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3. The User is responsible for ensuring that a valid legal basis exists to transfer the data to the Platform.

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Article 13 – Confidentiality

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User and Wehave hereby undertake, during the term of these Terms and Conditions and thereafter, not to disclose to any third-party information regarding the data disclosed on the Platform which can be, or should be, deemed to be confidential.

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Article 14 – Security & Certification

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1. The liability of Wehave will in no event exceed the total amount of fees actually paid by User during the last 3 months immediately preceding to the event giving rise to such claim.
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2. Wehave is not liable for any consequential loss or damages, including but not limited to loss of revenue, profits or business opportunities, loss of data or data being rendered inaccurate or inaccessible.

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Article 15 – Guarantees

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1. The services are provided "as is".
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2. Wehave states and warrants that it (including their agents, employees and representatives) is validly incorporated in accordance with the applicable laws and regulations and comply with all European standards and (inter)national rules in order to be able to execute the Agreement.
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3. We have warrants that it is not – and will not be – bound by any obligation that could jeopardize the execution of this Agreement.
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4. Wehave warrants that its responsibilities under this Agreement will be carried out using reasonable care, by appropriately qualified, skilled and trained employee(s), agent(s) or sub-partners or their representatives and that their responsibilities will be carried out in compliance with all laws, regulations and codes of practice. In addition, all responsibilities will be carried out in accordance with best industry practices.
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5. Wehave warrants that the services developed, delivered and implemented by Wehave comply with the provisions of the Agreement and other requirements stipulated by legal provisions applicable to the services provided by Wehave.

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Article 16 - Liability

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1. The liability of Wehave or the User will in no event exceed the total amount of fees to be paid by User for a year.
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2. Wehave or the User are not liable for any indirect damages, including but not limited to loss of revenue, profits or business opportunities, loss of data or data being rendered inaccurate or inaccessible.

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Article 17 – Indemnification

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User and Wehave shall indemnify Wehave or the User against any third-party claims arising out of or attributable to any breach of its legal (including under data protection laws), contractual obligations, or infringement of any third-party right.

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Article 18 – Termination
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1. This Master Service Agreement is valid for a period of 1 (one) year year and will auto-renew annually unless terminated with 30 days' notice, starting on the date of its signature by all parties.
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2. Either party may terminate this Master Service Agreement or any specific Purchase Order independently, subject to the 30 days’ notice period, which has to be given in writing, by e-mail with acknowledgement of receipt sent to the other party.
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3. If this Master Service Agreement is terminated, all Purchase Order(s) shall be terminated as well.

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Article 19 – Miscellaneous

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1. Wehave is entitled to transfer these Terms and Conditions or any of its rights or obligations under these Terms and Conditions to a third party without the prior written consent of the User.
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2. This Master Service Agreement and the implementation thereof will be governed by Belgian law.
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3. Any dispute that may arise between the Client and Wehave in connection with this Master Service Agreement will be referred to the Dutch-speaking tribunals and courts of Brussels.

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