Terms of Service

These Terms of Service ("Terms") govern access to and use of the Maecos cloud platform ("Platform"), operated by Maecos BV, Kerkstraat 127, 2060 Antwerpen, Belgium (BE 0769.475.264) ("Maecos", "we", "us").

By signing an Order or using the Platform, the customer ("Customer", "you") agrees to these Terms. If you have a separate written agreement with Maecos that expressly supersedes these Terms, that agreement prevails to the extent of any conflict.

Key definitions used throughout:

• Order: A signed quote, order form, or similar document specifying the modules, user volume, fees, and contract term.
• Subscription: The Customer's right to access and use the Platform as specified in an Order.
• Pilot: A time-limited, paid engagement to evaluate the Platform before committing to a full Subscription.
• Monthly Active Users (MAU): The number of unique users who access the Platform in a given calendar month.
• Customer Data: All data, content, and files that the Customer or its users upload, enter, or generate within the Platform.
• Professional Services: Consultancy, configuration, training, or on-site support provided by Maecos outside the standard Subscription.

Each Customer receives a dedicated, isolated tenant within the Platform. Maecos provisions the environment after accepting an Order.

The Customer is responsible for managing user accounts, assigning appropriate roles, and ensuring that login credentials are not shared. The Customer must promptly disable access for users who leave the organisation or no longer require access.

The Customer appoints at least one administrator who serves as the primary contact for account management and support requests.

3.1 Subscriptions

A Subscription grants the Customer access to the modules specified in the Order for the agreed number of MAU. The minimum Subscription is 50 MAU.

Licences are allocated based on the MAU volume agreed in the Order and billed for the full contract period. Usage operates under a fair use principle: minor or temporary overages are not automatically charged. If usage structurally exceeds the agreed volume, both parties will discuss adjusting the licence volume to match actual use. Underuse does not entitle the Customer to a refund or credit.

3.2 Pilots

A Pilot is a paid, time-limited engagement with a fixed scope, duration, and fee as specified in the Order. Pilots include access to the Platform and a defined level of onboarding support.

At the end of the Pilot, Maecos will conduct an evaluation with the Customer. If the Customer does not proceed to a Subscription, the Pilot ends and no further obligations arise beyond payment of any outstanding fees.

Fees are as specified in the Order. All fees are exclusive of VAT unless stated otherwise.

4.1 Billing

Annual Subscriptions are invoiced at the start of the contract period and payable in advance. Monthly billing, where offered, is invoiced after each calendar month. Payment is due within 30 days of the invoice date.

4.2 Price adjustments

Prices are fixed for the initial contract term. Upon automatic renewal, Maecos may adjust pricing in line with the public price list and annual indexation. Indexation follows the Agoria Digital Index: new price = current price x (index January current year / index January previous year). If the calculation results in a lower price, existing rates remain unchanged.

4.3 Late payment

If payment is overdue by more than 15 days, Maecos may send a written reminder. If payment remains outstanding 30 days after the reminder, Maecos may suspend access to the Platform until the balance is settled. Suspension does not relieve the Customer of its payment obligations.

4.4 Professional Services

Professional Services are billed at the day rate specified in the Order or, if not specified, at the then-current standard rate. Professional Services are invoiced monthly in arrears.

5.1 Contract term

The Subscription term is specified in the Order. Unless otherwise agreed, the standard term is 12 months.

5.2 Automatic renewal

At the end of each term, the Subscription renews automatically for successive periods of the same duration, unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

5.3 Termination for cause

Either party may terminate the agreement with immediate effect by written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice specifying the breach.
• Becomes insolvent, enters liquidation, or ceases to operate in the ordinary course of business.

5.4 Effect of termination

Upon termination or expiry:

• Access to the Platform ceases at the end of the current billing period (or immediately in case of termination for cause by Maecos).
• Customer Data is handled in accordance with the Data Processing Agreement, Section 10.
• Outstanding fees for the remainder of the term remain due and payable. No refunds are given for prepaid periods.

5.5 Pilot termination

A Pilot ends at the expiry of its agreed duration. Either party may end a Pilot early by written notice. The full Pilot fee as specified in the Order is due upon commencement and is non-refundable.

6.1 Customer Data

The Customer retains all rights to its Customer Data. Maecos does not access, use, sell, or share Customer Data except as necessary to provide the Platform and related support, or as instructed by the Customer.

6.2 Platform IP

The Platform, including its software, design, documentation, and all related intellectual property, remains the exclusive property of Maecos. These Terms grant the Customer a limited, non-exclusive, non-transferable right to use the Platform for the duration of the Subscription. No other rights are granted.

6.3 Feedback

If the Customer provides suggestions, feature requests, or other feedback about the Platform, Maecos may use that feedback to improve the Platform without obligation or compensation.

Each party agrees to keep the other party's confidential information confidential and to use it only for the purposes of these Terms. Confidential information includes pricing, technical specifications, Customer Data, and any information marked as confidential.

This obligation does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.

Confidentiality obligations survive for 3 years after termination of the agreement.

Maecos targets 99.9% platform availability, measured monthly, excluding scheduled maintenance. This is an operational target, not a contractual guarantee. Guaranteed uptime commitments and service credits are available through a separate support agreement or corporate contract.

Standard support is provided through the Maecos service desk during business hours on a commercially reasonable basis. Enhanced support with defined response times and escalation paths is available as an add-on.

Maecos may perform scheduled maintenance outside business hours. Where possible, Maecos will notify the Customer in advance of maintenance that may affect availability.

Maecos warrants that the Platform will perform materially in accordance with its documentation during the Subscription term. If the Platform does not conform to this warranty, Maecos will use commercially reasonable efforts to correct the non-conformity.

Beyond this limited warranty, the Platform is provided "as is". To the maximum extent permitted by applicable law, Maecos disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by Belgian law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of the cause of action.
• The total aggregate liability of either party under these Terms shall not exceed the total fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

These limitations do not apply to: breaches of confidentiality obligations, the Customer's payment obligations, or liability that cannot be limited under applicable law.

Maecos processes personal data on behalf of the Customer as a data processor under the GDPR. The terms of that processing are set out in the Data Processing Agreement, which forms part of these Terms.

Use of the Platform is subject to the Acceptable Use Policy, which forms part of these Terms.

Maecos may update these Terms to reflect changes in the Platform, applicable law, or business practices. Material changes will be communicated to the Customer at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance. If the Customer does not agree with a material change, the Customer may choose not to renew at the end of the current term.

These Terms are governed by Belgian law. Any disputes arising from or related to these Terms shall be submitted to the exclusive jurisdiction of the courts of Antwerpen, Belgium.

Questions about these Terms? Contact us at info@maecos.com.