End User License Agreement

• Annex I – General Sales Conditions
• Annex II – Maintenance, Assistant and Support
• Annex III – Fees
• Annex IV – Software
• Annex V – GDPR

End User License Agreement & General sales conditions Wello Solutions

The parties:

• Odyssee Mobile nv, with registered office at Stalingradlaan 100, Brussels (1000), Belgium, (hereinafter referred to as “Wello Solutions”);
• The Company who subscribes to the Service by using it (hereinafter referred to as “End User”);

Whereas:
a) The Service Agreement relates to the Service provided by Wello Solutions related to the software developed by Wello Solutions as set forth in Annex 4 (hereafter “the Software”). This Agreement will enter into force as soon as it is signed.
It is agreed as follows:

Clause 1 – Definitions

The following definitions shall have the following meaning in this Service Agreement:

“Service”: the term Service comprises the Wello Solutions online software platform, including the offline software components described in Annex 4, identified by Wello Solutions as part of the Service and put at the End User’s disposal by Wello Solutions under the Conditions set forth herein.

“Use”: as part of the Service, Wello Solutions puts the use of the Software at disposal of the End User.

“End User”: end user of the Software, or a part thereof, for Use in its enterprise by each and any User (as defined hereafter) after acceptance of the relevant terms of the Service Agreement.

“User”: each and any person and/or employee that is in one way or another part of the End User’s organization or enterprise or who falls under the authority and responsibility of or is authorized by the End User, after acceptance of the relevant clauses of the Service Agreement.

Clause 2 – The Service

• Under the present agreement, Wello Solutions grants a non-transferable, non-exclusive right to the End User to use the Service worldwide in accordance with the terms and conditions provided herein for Use in its enterprise. All rights that are not expressly granted pursuant to this Service Agreement belong exclusively to Wello Solutions. If the End User is or becomes a direct competitor of Wello Solutions it may not use the Service without Wello Solutions’ express prior written consent. In addition, the End User shall not use the Service to perform functionalities, monitoring, performance, etc. in view of benchmarking or competing activities.

• The End User shall not, completely or partially, use, print, copy, modify, translate or change the Service, safe as expressly provided in the present conditions or admitted by compulsory legal provisions. The End User shall not convert the software that is part of the Service to source code, nor decompile it or analyze it or disassemble or “reverse-engineer” it and any such action or attempted action shall constitute a severe breach of the Service, unless it is expressly authorized by a compulsory legal provision. The applicability of article 6, §1 of the law of June 30, 1994 is expressly excluded.

• The End User shall not use the Service (i) to send messages that can be considered as SPAM or other copies or undesired messages violating the applicable legal provisions, (ii) deliberately stock or send material of an obscene, threatening or illegal nature, including material harming children or violating the privacy of third parties, (iii) deliberately stock or send material containing viruses, worms, Trojan horses or any other harmful computer program or code, file, script or agent, (iv) deliberately interrupt or disturb the integrity and functioning of this Service, including the data that the Service can contain, or (v) attempt to gain unauthorized access to the Service or the related systems or networks.

• The End User is personally and fully responsible for the Use of the Service. The End User authorizes Wello Solutions to mention that he is an End User of the Service and of the Service and the version thereof he uses.

• The database developed by Wello Solutions which comprises End User data can only be accessed by the End User by using the application interface or by requesting the Wello Solutions web services.

Clause 3 – Protection of the data of the End Users

• Wello S0lutions uses the most advanced technology available at today’s date for internet security. If the End User uses the programs subject to the Service via an internet browser supporting SSL, a Secure Socket Layer (SSL) technology will authentify his access and completely encrypt the data. This guarantees the End User that his data are safe, secured and only accessible for registered Users that are part of his organization.

• Wello Solutions provides every User of the End User’s organization a unique user’s login and password that must be used each time to log in the programs given in Service.

• Wello Solutions only uses a “cookie” to keep encrypted authentication information during a session. This “cookie” does not contain a user’s login or password of the User. Wello Solutions does not use the “cookies” to keep other confidential user’s data.

• The programs given in Service are hosted in secured Class A datacenter surroundings, and the best technology is used to prevent outsiders from accessing or interfering with the End User’s data.

Clause 4 – End Users information and data

• Wello Solutions is or becomes in no case owner of the data, information or documents put on the software platform by the End User during the Use of the Service. The End User, and not Wello Solutions, is sole responsible for the accuracy of its own (customer)data, the quality, integrity, legality, reliability and intellectual property or user’s rights thereon or thereof. Wello Solutions is in no case responsible for the removal, modification, adaptation, correction, destruction of these (customer) data, nor for the loss thereof or the impossibility to save (customer) data on/via the Service. In case of termination of this agreement for fault of the End User, including the failure to pay the Service, the End User’s right of access to and Use of the Service will immediately terminate and Wello Solutions shall in no event be obliged to conserve or transfer the End User’s data saved on/via the Service.

Clause 5 – Term

• This Service Agreement commences as from the registration on the Service for the initially convened period (yearly or monthly). The Service Agreement will be tacitly renewed for successive periods unless the End User notifies Wello Solutions in writing by registered mail that it wishes to terminate this Service Agreement with at least 45 days termination notice prior to the beginning of a new contract period for yearly licenses and 20 days termination notice prior to the beginning of a new contract period for monthly licenses. At all times during the course of the Agreement and till 2 weeks after termination of this Agreement as mentioned in this paragraph, Wello Solutions will provide the web services to End User that allow End User to retrieve his data.

• Wello Solutions may terminate the Use of the Service forthwith and without compensation to the End User if the End User becomes insolvent, is declared bankrupt or proposes a concordat, stops its activities or is liquidated. Wello Solutions may also terminate the Service Agreement without compensation to the End User if the End User transfers or attempts to transfer software that is put at its disposal pursuant to a service agreement or other agreement with Wello Solutions without Wello Solutions’ prior written approval. Within two (2) weeks following the end of the Use of the Service in accordance with this Article, the End User will confirm in writing to Wello Solutions that the original and all partial or full copies in any and all forms, of the software, including of the offline components that were put at his disposal, have been destroyed and/or removed from all and any IT carriers, but excluding the backup carriers.

Clause 6 – Protection and Security of the Service

• The End User recognizes that the Service is confidential and protected by Wello Solutions’ intellectual property rights. The present Service Agreement is not a sales agreement and does not confer any ownership right to the End User. The programs and software that are the object/part of the Service, including all intellectual property rights thereon, suggestions, ideas, improvements, feedback, recommendations and all other information reported by the End User or a third Party or questions to Wello Solutions relating to or in connection with the Service only belong to Wello Solutions, except as stated in Article 7.

• The End User shall keep the programs and software that are object/part of the Service confidential and shall not disclose it to third parties except for the Use thereof towards customers and colleagues.

• The End User shall

  • • put the programs and software that are the object/part of the Service only at the disposal of its Users that need to have access to it to use the programs and software that are the object/part of the Service and that have been informed of Wello Solutions’ property rights on the programs and software that are the object/part of the Service;

  • • assure that these Users treat the programs and software that are the object/part of the Service confidentially;

  • • avoid the divulgation or any other form of dissemination of the programs and software that are the object/part of the Service to other persons than those mentioned in (i);

  • not allow anybody to make the programs and software that are the object/part of the Service public nor put it at the disposal of

    • • third parties, and/or

    • • in no case any department or enterprise of the End User involved in the development or sale of programs, applications or products that are competing with the programs and software that are the object/part of the Service; and

    • assure that all persons or entities with any responsibility with respect to the hardware on which the programs and software that are object/part of the Service is installed, including but not limited to the responsible system manager, are aware of the provisions of this article and have undertaken the same confidentially obligation with respect to the programs and software that are the object/part of the Service as the one provided in this paragraph. The End User’s obligations provided in this article apply both during the Service Agreement and for maximum 12 months after the termination thereof.

Clause 7 – Property right

• Rights on and title to the programs and Software that are the object/part of the Service will at all times remain with and be vested in Wello Solutions.

Clause 8 – Remuneration and payment modalities

• The remuneration for the use of the Service will be invoiced in advance according to the chosen license period (yearly/monthly), and payment is to be made at the due date of invoice without discount or compensation, into Wello Solutions’ bank account mentioned on the invoice, in accordance with the number of Users that will use the Service, as agreed in accordance with the applicable User’s prices as per Annex 3. An order accepted by Wello Solutions cannot be revoked and hence results in payment obligations of the related remuneration. Each renewal of the Service Agreement occurs at the conditions applicable to the Service Agreement at the time of the renewal, unless Wello Solutions has notified the End User at least 60 days prior to the renewal of a modification of the applicable conditions, including a price modification. Such notification can occur per e-mail. Notwithstanding an initially convened period mentioned in Annex 3 longer than 12 months, the prices can be adjusted in accordance with the Belgian health index (or a comparable index in the event the Belgian health index will no longer be published) at the end of each 12 months period (Healthindex year 2013= 100). The month prior to the start of the subscription will be used as start index. The End User shall be liable to pay for all ordered User’s logins, independent of whether the Users are active or not as set forth in Annex 3. During the Service Agreement, the End User can request additional or less User’s logins, and substitution of named personnel of End User by other named personnel shall be considered a zero license cost.

• The following shall apply to additional User’s logins:

  • • extra User’s logins shall end at the same time as the logins under the existing ongoing Service Agreement,

  • • the User’s price for the additional Users is the price applicable at the time of the order for the additional users and

  • additionnal User’s logins requested during an ongoing Service Agreement are pro rated for the remaining time of the ongoing Service Agreement.

•  The following applies to license plan upgrades: the license plan upgrade will apply immediately and shall end at the same time as the current ongoing Service Agreement, at the price applicable at the time of the order, pro rated for the remaining time of the ongoing Service Agreement.

• The following shall apply to reduction of Users’ logins or license plan downgrades: the reduction of Users logins or license plan downgrades will be taken into account at the time of the renewal of the Service Agreement, given the fact this reduction has been communicated 45 days before renewal of yearly licenses and 20 days before renewal of monthly licenses at the applicable prices at the time of the renewal. 

• All price agreements are confidential and the End User undertakes to refrain from divulging them to third parties.

• All invoices of Wello Solutions, other than those for the use of the Service, are payable within 15 Days as per Annex 3, without discount or compensation, into Wello Solutions’ bank account mentioned on the invoice. In the event of late payment of any invoice of Wello Solutions which is not remedied within 20 business days following receipt by End User of a written reminder, Wello Solutions shall be entitled ipso jure and without further notice of default, to terminate the use of the Service. After termination of the use, Wello Solutions will keep the data of the End User saved on/via the Service for 20 business days, in case the End User reactivates the Service. If no reactivation takes place, Wello Solutions will continue, till 10 days after these 20 business days, to provide the web services to End User that allow End User to retrieve his data, as set forth in Article 5. After these 10 days, Wello Solutions shall in no event be obliged to conserve or transfer the End User’s data saved on/via the Service.

Clause 9 – Default

• If the End User fails to respect its obligations under the provisions of the present agreement or of the annexes hereof or of an order accepted by Wello Solutions, Wello Solutions shall give prior notice of default to the End User with the request to remedy as yet the failure and the End User must remedy the failure within 10 days following the notice of default. Such default may be notified by email. If the End User fails to remedy after such 10-day period, Wello Solutions shall be entitled to terminate the Use of the Service forthwith, ipso inure, without further notice of default and without any reimbursement or compensation by Wello Solutions and without prejudice of Wello Solutions’ right to the entire compensation of all its damages and/or of all and any or the remedies available to Wello Solutions pursuant to the law, the present agreement, its annexes or the order.

Clause 10 – Data transfer and storage Fair Use policy

• As specified in Annex 3, Wello Solutions applies a data transfer and data storage Fair Use policy. No extra fees are applicable for data transfer nor data storage as long as the user is making a fair use of the system. If fair usage as defined in Annex 3 is exceeding the average, the excess will be charged to the End User at the applicable prices at such time. Insofar as possible, Wello Solutions will endeavor to warn the End User if it reaches 90 % of the average storage capacity or data transfer. However, the absence of such warning does not affect the End User’s responsibility and liability for all extra used storage space or data transfer. Wello Solutions has the discretionary right to adapt the conditions relating to the allocated storage capacity and data transfer from time to time. 

Clause 11 – Guarantee

• Wello Solutions guarantees that all the programs developed by Wello Solutions and to which the Service relate are, at the time of delivery to the End User, the most recent officially released versions of such programs. Wello Solutions does not guarantee that the functions of the programs will satisfy the requirements of the End User, nor that the programs will operate in accordance with the End User’s expectations. Prior to ordering the Service, the End User has studied the programs and their operation and characteristics and accepts full responsibility for the choice of the programs to which the Service relates, for the Use thereof and for the results obtained therewith. Except as expressly provided in the present agreement, Wello Solutions does not give any guarantee of any kind, express or implied and including with respect to the suitability for a specific purpose.

• The End User undertakes to notify immediately to Wello Solutions possible faults or problems.

• If the programs with respect to offline software components to which the Service relates do not correspond to the aforementioned description, the End User’s sole remedy and Wello Solutions only liability will be to replace such programs to which the Service relates by the last officially released version of such program.

• Unless a separate maintenance agreement concluded with Wello Solutions provides for the specific adjustment of the offline software components to certain circumstances, Wello Solutions will not be liable for any malfunctioning or faultive functioning of the programs to which the Service relates caused by the hardware in which it is installed, including without limitation, a modification of the basic software (system software) with which the programs to which the Service relates operate, or by the addition or operation of other computer programs on this hardware.

Clause 12 – Intellectual Property Rights

• Under the following conditions Wello Solutions shall at its own expense take on the End User’s defense against every claim of a third party based upon the allegation that the programs developed by Wello Solutions to which the Service relates and delivered in accordance with the present Conditions would infringe a European patent, copyright, trademark or trade secret and Wello Solutions shall hold the End User harmless for any compensation it would have to pay to third parties following a final judicial decision : (i) the End User must have notified Wello Solutions immediately in writing of each claim related to infringements of a European patent, copyright, trademark or trade secret and must transmit to Wello Solutions all available information regarding the claim and related facts and all other useful information for the defense, (ii) the End User must give Wello Solutions full and exclusive control with respect to the claim, the procedure, defense and/or possible friendly settlement, and (iii) the End User must fully cooperate with Wello Solutions for all matters related to the defense, the trial and/or the friendly settlement.

• If the Use of the programs to which the Service relates is challenged because it would violate a patent, copyright, trademark or trade secret, or is in Wello Solutions’ discretionary opinion likely to be challenged on such basis, Wello Solutions shall be entitled, in his discretionary choice and at its own expense, to:

  • • obtain for the End User the right to use the programs to which the Service relates; or

  • • replace the programs to which the Service relates by similar programs that do not constitute an infringement; or

  • • modify the programs to which the Service relates in such way that they are equivalent but do not longer constitute an infringement; or

  • terminate the agreement and reimburse the compensation paid by the End User for the Use of the Service, pro rata the remaining period.

• Wello Solutions has the same rights and choices if the infringement would be determined by a judicial decision.

Clause 13 – Maintenance, assistance and support for the programs to which the Service relates

• Wello Solutions shall provide maintenance, assistance and support for the Serviced Programs in accordance with the version of the Serviced Software chosen by the End User as specified in Annex 2.

Clause 14 – Transfer or modification

• The Use granted hereunder and the Service put at the End User’s disposal under the present Conditions may not be ceded, sublicensed or transferred in any other way by the End User to any third party without Wello Solutions’ prior written consent.

Clause 15 – Entire Agreement

• The parties agree that the signed Service Agreement and each and every of the annexes attached thereto contain the entire agreement between the parties with respect to the provision of the Service and possible related material. This Service Agreement replaces and supersedes all offers, order forms or any prior written or oral communication between the parties.

Clause 16 – Validity

• It is understood between the Parties that if any non essential provision of this Service Agreement is or becomes illegal or unenforceable, such illegality or unenforceability shall not invalidate any of the remaining provisions of this Agreement. In such case the invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose legal and economic effect is as close as possible to the intentions of the Parties with the invalid or unenforceable provision.

Clause 17 – Waiver of a right

• Waiver of a breach or default under this Service Agreement shall not operate as a waiver of any other breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

• Any facilities or rights allocated by a Party to the other which are not expressly provided for in writing are given on a case to case basis and do not entail any acquired right(s).

Clause 18 – Service Level Warranties

• Wello Solutions warrants an accessibility of the Hosted Wello Solutions Software of 99,9 % in each one-month period. If Wello Solutions fails to meet this guarantee, it shall indemnify the End User as follows : (a) three days of Service added to the end of Your term for the Service, at no charge to You, for each month where the monthly accessibility is between 98% and 99,9%; or (b) seven days of Service added to the end of Your term for the Service, at no charge to You, for each month where the monthly accessibility is between 96% and 98%; or (c) fifteen days of Service added to the end of Your term for the Service, at no charge to You, for each month where the monthly accessibility is less than 96%; insofar as Wello Solutions has received a written request for such compensation from the End User within 10 days following the end of the concerned month and insofar the failure is not due to the Azure datacentre. In this case, the Azure SLA, which can be found on http://www.windowsazure.com/en-us/support/legal/sla/ applies.

Annex I – General Sales Conditions

Scope

The present general conditions (hereinafter “General Conditions”) apply on all Wello Solutions’s offers and on all agreements between Wello Solutions and its customers (hereinafter “Customer”). The General Conditions prevail on the conditions of the Customer or a third party, even if Wello Solutions has not expressly contested them. Other conditions than the General Conditions, including deviations there from, will only be opposable to Wello Solutions if Wello Solutions has confirmed them in writing. In case of conflict, the conditions in the Service Agreement supersedes those of this Annex 1.

Offers

Offers are only given as information and are not binding. A Customer’s order is binding to the Customer but Wello Solutions will only be bound by an order after having accepted it in writing.

Delivery

The convened periods and/or dates of delivery are purely indicative and do not bind Wello Solutions.
Deliveries of goods take place ex works (office Wello Solutions) (Inco terms 2010). The risk and transport costs as from Wello Solutions’ office are for the Customer.

If it has been convened that Wello Solutions will deliver goods at another place, the Customer must take delivery of the goods at the time of delivery at such place.

If the Customer does not take delivery of the goods within the stipulated period or on the stipulated date of delivery, Wello Solutions can at its own option, ipso jure and without prior notice of default, either consider the delivery as completed and invoice the goods, either consider the agreement as being terminated, without prejudice of its right to a lump sum compensation of 70 % in case of software and 40 % in case of hardware, without prejudice of Wello Solutions’ right to a higher compensation by proving greater damage. If Wello Solutions chooses the first option, the Customer will owe for each commenced month of delay an amount of 1 % of the total invoice amount for storage costs.
Software is delivered when the customer can access the software service through an internet connection Complaints with respect to visible or latent defects must be reported clearly and precisely by registered letter to Wello Solutions at its registered office within eight days after the delivery, on penalty of lapse of the right to avail oneself of it at a later time.

Complaints of the Customers relating to the products or services that are timely and justified will give raise to reparation or replacement by Wello Solutions of the services or goods, or the defective parts thereof, without any additional compensation or liability of Wello Solutions.

Liability

All and any liability of Wello Solutions for defaults and every warranty lapses if the provisions of the applicable manual or user’s guide were not followed, if the goods were or the software was not handled properly and knowingly by the End User or if the goods were or the software was modified by the End User. In order to accommodate or modify its premises and/or installation to the goods or services delivered by Wello Solutions, the End User must timely request the required information with Wello Solutions or the third-installer/constructor.

Except for damages resulting from gross negligence and/or willful misconduct of Wello Solutions, Wello Solutions shall in no event be liable for damage that is not the immediate and direct result from its fault.

If Wello Solutions is liable, it will always have the discretionary choice between reparation in kind or payment of a compensation. Wello Solutions’ liability towards the End User and third parties will never be higher than the amounts actually paid by the End User to Wello Solutions under this Agreement in the calendar year during which the event that gave rise to liability took place. To the extent permitted by law, Wello Solutions shall never be liable for (i) delays or failure in performance due to causes beyond its reasonable control and (ii) indirect damage, such as, without limitation, loss of profit, third party claims, loss of goodwill or data or any other damage or faults due to equipment or information from or provided by the Customer.

Non-solicitation

During the term of each contractual relation with Wello Solutions and the Customer and for a period of two years following the termination thereof, the Customer shall refrain from, directly or indirectly, as an independent contractor, associate, employee or in any other capacity, use the services of, solicit, hire or otherwise retain any employee of Wello Solutions or of Wello Solutions’ direct or indirect affiliates or enter into or attempt to enter into any form of business arrangement with such employee other than in the framework and execution of the Customer’s contractual relation with Wello Solutions. Each violation of this undertaking shall ipso jure and automatically lead to a lump sum compensation of an amount equal to two times the gross remuneration paid by Wello Solutions to the concerned employee during the last 12 months of his employment with Wello Solutions (or if shorter, of 12 times the average monthly remuneration during the period the employee was in service).

VAT

All prices indicated by Wello Solutions are ex VAT.

Payment

All invoices are payable as at the due date, without discount or compensation, into Wello Solutions’ bank account mentioned on the invoice. Absolutely no complaint releases the customer from his obligation to make payment on the due date.

In the event of late payment, ipso jure and without prior notice of default, a late- payment interest of 1 % of the outstanding invoice amount will be owed per commenced month of delay, as well as a lump-sum compensation in the amount of 10 % of the invoice amount with a minimum of 50 Euro per invoice, without impairing any other rights or available remedies of Wello Solutions.

In case of default of payment on the due date, Wello Solutions shall also be entitled to suspend ipso inure and without prior notice of default, all further deliveries to the Customer and/or declare ongoing agreements terminated ipso inure, without prejudice of Wello Solutions’ right to request performance and/or compensation of the Customer.

All goods shall remain the property of Wello Solutions until the Customer has fully paid them, including taxes, costs and possible default interests and compensation.

Force Majeure

In case of force majeure, including without limitation full or partial stagnation of transport, illness of Wello Solutions’ personnel, government action, strike, lock-out, machinery breakdown, telecommunication problems, business interruption or faults of Wello Solutions’ suppliers or subcontractors, Wello Solutions shall be entitled, at its own option, to suspend the execution of an order or the service for the duration of the impediment plus a reasonable period in order to resume its activities, or, if the force majeure lasts more than 6 months, to wholly or partially cancel the order or terminate the agreement, both without compensation.

Competence and Governing law

The present general conditions and all agreements between the Customer and Wello Solutions are exclusively governed by Belgian law. The courts of the territorial district where Wello Solutions has its registered office have sole jurisdiction for all disputes of whatever nature, it being understood that each party may always be summoned before the courts of the place where its registered office or exploitation office is established.

Annex II – Maintenance, Assistant and Support

Wello Solutions maintenance & support services is dedicated to providing world class customer services and technical support to its customers and partners through knowledgeable staff and programs designed to provide Customers and Partners the assistance they need to successfully support their Solutions. The type of support depends on the subscription

* During business days between 7am – 5pm CET

** A customer specific service desk from which customers can create new and/or follow up pending tickets. 

*** The chat is accessible through the Wello Solutions portal and manned during business days between 7am – 5pm CET

****Subject to license plan conditions

General

The End User will be responsible for the First line support of their mobile users, which will be done by the End User’s helpdesk. The End User’s helpdesk can submit cases to the Second Line support of Wello Solutions if the solution to the problem is not explained in the knowledge base, which is available using the portal. Wello Solutions must be able to reproduce the case and Customer will work closely with Wello Solutions therefore. The Wello Solutions Second line can decide to escalate it to the Wello Solutions Third line support.

Case submissions

Via E-mail

All issues reported by authorized contacts through e-mail to hello@wello.solutions. When submitting cases via e-mail please be sure to include all relevant information, including but not limited to: Contact information (including name, phone number, email and address), description of the problem, error message (if applicable), steps to reproduce, severity of issue (urgent, high, medium, low), attachments (if applicable). These emails will be treated just like tickets (see next point).

Via Service Desk (Ticketing)

Although the Service Desk is more to allow customers to overview and follow-up the status of open tickets, it is also possible to submit cases via this Service Desk accessible through the Wello Solutions portal or directly via URL. Cases reported are handled in the order in which they are received unless End User has asked to prioritize their own tickets otherwise. Wello Solutions will use commercially reasonable efforts to promptly respond to these cases submitted through the web and will use commercially reasonable efforts to resolve each case.

Resolution time

Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Wello Solutions’ reasonable determination.

“Beta” services

Services designated in writing as Preview, Private release, Beta release, developer preview, development or test environments, are excluded. 

Wello Solutions shall have no obligations hereunder during any period in which customer is in material breach of the Agreement, including any period in which Customer has failed to meet its payment obligations there under.

Cooperation and reviews

Wello Solutions must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Wello Solutions to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Subject to Customer’s systems security policies, users may also be asked to provide remote access to their Wello Solutions mobile app for troubleshooting purposes.

Escalation and Severity levels

Reproducible errors that cannot promptly be resolved will escalate to higher support tiers for further investigation and analysis. Issues will be generally categorized and handled according to an assigned severity level, as follows:

Wireless Product downloads

End User is entitled to the latest product downloads and general information from the Wello Solutions Portal or from application stores.

Product downloads can be done wirelessly if a (internet) network connection is available. Even if in most cases such upgrades or updates are done automatically, in some exceptional cases they need to be done manually. This can possibly require a simple copy/paste handling from the customer or an intervention from the Wello Solutions consultant.

Maintenance & support not included

No maintenance & support is given on software coming from other suppliers or any hardware. Any support given on issues where it turns out that the problem is due to such a hardware or software supplier, will, once identified, be stopped and a report will be sent to the End User so he can take the necessary steps with its supplier. This handling will be invoiced at the applicable hour rate (min. 30 minutes).

Training sessions to learn how to use the Services is not part of the support, nor system administration duties (like managing user rights, importing data, creating PDF templates, …).

Custom connector issues (interfacing/synchronization between the Wello Solutions Software and other software) is never part of support activities and will be invoiced. Support on the Wello Solutions native connectors is included in support.

Dedicated Customer Success Manager

Depending on the conditions of the license plan used, a “Dedicated Customer Success Manager” is provided. The Dedicated Customer Success Manager is a continuity guarantee for the End-user where Wello Solutions guarantees for the duration of the subscription a SPOC that has knowledge of the End-user’s domain and its related processes, implementation and possibly used connectors. This Dedicated Customer Success Manager operates at the applicable consultancy rates.

Product Strategy Session

Depending on the conditions of the license plan used, a yearly Product Strategy Session is provided. The Dedicated Customer Success Manager will contact End-User to set up such session shortly after each yearly renewal. 

Flying “Doctor”

Upon explicit, written request of the customer, a flying “doctor” on site can be ordered. This person will “fly” to the indicated location as fast as possible for on- site assistance. The flying “doctor” will be charged at the applicable “Flying Doctor” day rate (min. 1 day) per person plus any transport charge or tax involved. This charge is increased by 50% during Saturdays and by 100% during Sundays or any official holiday applicable to the country the flying doctor comes from.

Annex III – Fees

The Wello Solutions Consultancy fees are:

These rates are in euro, ex. VAT and ex. expenses.

• The minimum charge for a visit to END USER is 4 hours.

• If travel time occurs during normal working hours, it is charged as working hours.

• Expenses for overnight stays, public transport, taxi and parking fees, subject to prior written approval by the Customer, will be charged as they are due. For distances over 150 km, overnight stays are foreseen on site. Cancellations can incur possible cancellation fees.

• Overtime and Saturday rates are calculated at 1.5X the daily, half-day rate or hourly rate, .

• Sunday and holiday rates are calculated at 2X the daily, half-day rate or hourly rate, subject to prior written approval by the Customer.

Support rates

• Every support not included in the support but handled by Wello Solutions will be invoiced at the usual hour tariffs per 20 minutes started per call.

• Wello Solutions consultancy, whether online or on site, is not included in the support but on-demand. Consultancy is invoiced at an hourly rate, decreasing depending on the number of pre-purchased consultancy hours . These rates are available on our subscription pages inside the Wello Solutions portal.

• Optional after hours support or Flying Doctor at extra cost.

Data transfer and Storage Fair Use policy

• No extra fees are applicable for data storage nor data transfer as long as the user is making a fair use of the system.

• Fair use is defined by looking at the average user usage of all Wello Solutions End-users and users.

• The Fair use Policy has the advantage that End-customers can have high usage peaks, as long as the average usage over a longer period of time is not higher than the usage of other end-users and users.

• It means that Wello Solutions is allowed to charge if usage is exceeding the average.

• Specific data transactions may be applicable for the use of Smart scheduler (= route optimization tool)

• Specific storage fees are applicable for test environments 

Hosting Performance levels

• Wello Solutions Solutions are hosted inside Microsoft Azure on different performance levels (depending on your plan from S1 to S3)

• A higher performance level might be needed (S2,S3,Pro1,Pro32,…) in some cases like the use of large databases or large number of simultaneous and/or mobile users. Additional fees apply for these higher performance levels

License fees for using the Service

• See Wello Solutions Mobile website, subscription tool or specific offer

Annex IV – Software

Wello Solutions Mobile Portal (online)

Wello Solutions Mobile Apps like Wello Solutions Field Sales, Wello Solutions Field Service and Wello Solutions native connectors

Annex V to the agreement concluded with Wello Solutions, applicable as from 25 may 2018:

On 25 may 2018, the General Data Protection Regulation (2016/679) (the “GDPR”) entered into force.
Wello Solutions has entered into an agreement with you, End User, relating to SAAS services to be rendered by Wello Solutions to the End user (the “Agreement”)

The GDPR requiring the parties to specify the personal data processing by the processer, the Agreement is completed by the present Annex as from 25 may 2018.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

This Addendum completes the Agreement and forms integral part thereof as from the date hereof and all the terms and conditions of the Agreement will fully apply to it.
Any provisions of the Agreement not explicitly changed or supplemented by this Addendum remain in full force and effect.

• For the purpose of this Annex, the following definitions shall apply:

  • “Controller” means a controller or data controller (as such term is defined in Data Protection Legislation).

  • “Processor” means a data processor or processor (as such term is defined in Data Protection Legislation).

  • “Data Protection Legislation” means the following legislation to the extent applicable from time to time: (i) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC) and (ii) the GDPR.

  • “Wello Solutions” means Odyssee Mobile NV, with registered office at Stalingradlaan 100, 1000 Brussels, Belgium;

  • “Personal Data” means any personal data (as such term is defined in Data Protection Legislation) processed as part of the Services and where such processing falls within the scope of the GDPR.

• Each party shall comply with Data Protection Legislation when processing Personal Data.

• The parties acknowledge that Personal Data may be processed by Wello Solutions as a Controller, for the purpose of, or in connection with: (i) the provision of the Services, where applicable, such as for End User contacts, User details and logins and other Personal data required for the performance of the Services; (ii) applicable legal requirements; (iii) requests and communications from competent authorities; (iv) administrative, financial accounting, risk analysis and client relationship purposes; (v) to inform the End User and/or its Users, representatives, employees, directors about Wello Solutions’ professional and social activities and about any subject that could be of interest to them, it being understood that if, in the future, the End User and/or its Users, representatives, employees, directors no longer wish to receive such information, they may send a request free of charge by email to Wello Solutions (the “Purposes”). The parties further acknowledge that Personal Data may be disclosed to, and processed by Wello Solutions’ service providers and competent authorities for one or more of the Purposes. Personal Data may also be disclosed to and processed by other third parties to the extent reasonably necessary in connection with the Purposes.

• The processing and disclosure of Personal Data referenced in paragraph (c) above may involve the transfer of Personal Data outside of the European Economic Area (EEA) to countries where the level of protection for Personal Data is not as high as within the EEA in a manner compliant with the Data Protection Legislation. The End User hereby explicitly acknowledges and consents that Wello Solutions may transfer Personal Data outside Belgium and make use of cloud computing services to store Personal Data and other data of or provided by the End User. Wello Solutions will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) to protect this Personal Data and other data of/provided by the End User from unauthorized disclosure. Wello Solutions shall only be responsible if it has finally judicially been determined that it did not take commercially reasonable measures to protect the Personal Data and other data of/provided by the End User from unauthorized disclosure.

• The parties acknowledge and agree that paragraphs (c) and (d) are a summary of the applicable Wello Solutions privacy notice (the “Privacy Notice”) and is not a complete reflection of the Privacy Notice, which is available at the Wello Solutions website. End User will ensure that any Personal Data provided to Wello Solutions by, or on behalf of, End User has been collected lawfully, fairly and in a transparent manner to enable such Personal Data to be processed by End User and the other parties referenced in paragraphs (c) and (d) for all of the Purposes.

• If/Where Wello Solutions is Processor of Personal Data as part of the Services, such as for all data put on the software platform by the End User, the following will apply for such processing and Personal Data involved:

   

  • • Parties acknowledge and agree that when so processing Personal Data as part of the Services, Wello Solutions will process such Personal Data as Processor of Client. The scope of the processing of Personal Data carried out by Wello Solutions as Processor of Client under this Contract is as follows:

      • • Subject matter, nature and purpose of such processing: Wello Solutions processes the Personal Data insofar as necessary or useful for the delivery of the Services and related matters and as otherwise provided in the agreement concluded with the End User as instructed by the Client;

      • • Duration: the term of the agreement concluded with the End User or as otherwise specified in the relevant agreement;

      • Types of Personal Data and categories of data subjects: employees, former employees, clients, clients’ (former) employees, officers, (sub-)contractors or co-workers, suppliers, suppliers’ (former) employees, officers, (sub-)contractors or co-workers and/or other data subjects specified in the agreement with the End user or upon the End User’s instruction as specified in the applicable agreement.

  • • Wello Solutions shall only process Personal Data on the documented instructions of the End User, unless required or requested to process such Personal Data for other purposes by applicable law or regulatory authorities. In such circumstances, Wello Solutions shall provide prior notice to Client unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest. Wello Solutions shall inform End User if (in Wello Solutions’ opinion) End User’s instructions would be in breach of the GDPR.

  • • Wello Solutions shall only subcontract processing of Personal Data in accordance with the general written authorization set out in point (viii) below and shall ensure that it has an agreement with any further Processors it engages to process Personal Data. That agreement must impose obligations on the Processor similar or equivalent to those in this paragraph (f) and Wello Solutions shall ensure that such Processor complies with those obligations.

  • • On termination of the agreement with the End User, and at the option of the End User, Wello Solutions shall promptly return or delete, insofar as reasonably possible, Personal Data and confirm that it has done so (except where Wello Solutions is obliged to retain a copy of such Personal Data by applicable law). For the avoidance of doubt, nothing in this section shall require Wello Solutions to delete copies of data that it holds on its own behalf as Controller.

  • • Wello Solutions shall, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and shall ensure any of its employees or agents or other persons who it provides access to Personal Data are obliged to keep it confidential.

  • • Wello Solutions shall notify End User without undue delay after becoming aware of a Personal Data breach.

  • • following a written request from End User, Wello Solutions shall, in fulfilment of its obligation to demonstrate compliance with this paragraph (f) make available to End User information on its processing of Personal Data under the applicable agreement. At Wello Solutions’ discretion, such information may take the form of certificates, third-party audit reports or other relevant documentary information.

  • Client provides a general authorization to Wello Solutions to engage further Processors to process Personal Data. The current categories of approved sub-processors are

    • • service providers or other third parties merely having incidental access to Personal Data (e.g. in the context of system maintenance) but not actively participating in the processing of Personal Data;

    • • service providers for general infrastructure (telephone, software or hardware maintenance, …);

    • • professional cloud data storage and application providers,such as IBM, Microsoft, Amazon, …

    • • who are not processing the Personal Data for own purposes.

    • Wello Solutions shall give End User prior written notice of any intended addition to or replacement of those categories of further Processors. End User can object to that change for reasonable reasons. If applicable, End User may, within 7 days from the date of the written notification, escalate its reasonable objection to Wello Solutions for discussion. If the objection is not received within this period, the use of those further categories of Processors shall be deemed to have been approved.

  • End User acknowledges that it has primary responsibility for the processing of Personal Data as part of the Services and shall notify Wello Solutions of any assistance it requires pursuant to Articles 28(3)(a) to 28(3)(h) inclusive of the GDPR. End User shall pay Wello Solutions for any reasonable costs incurred in providing such assistance within 15 Days of receiving an invoice for such costs.

  • Wello Solutions may transfer Personal Data outside of the EEA where it has a lawful basis for that transfer under Articles 44-49 GDPR.

  • In addition to processing Personal Data as part of the Services, the parties acknowledge that Wello Solutions may also process Personal Data as a Controller in accordance with paragraph (c) (exception made from paragraph (c)(i)).

• End User indemnifies Wello Solutions against all costs, expenses (including legal expenses), damages, loss (including loss of business or loss of profits), liabilities, demands, claims, actions or proceedings, which Wello Solutions may incur arising out of: (i) Wello Solutions’ compliance with any instruction given by End User to Wello Solutions in relation to the processing of Personal Data (including instructions in connection with requests from individuals exercising their rights under Data Protection Legislation and any instructions to retain, disclose, amend or otherwise process Personal Data); or (ii) any breach by End User of this Annex.