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1. Definitions

1.1 Agreement: the collective term for all arrangements between the Customer and Hive related to the Services. The Agreement consists of the Order Form and these Terms;

1.2 Customer: every professional entity relying on the Services or the Platform of Hive;

1.3 Databases: all data, databases and infrastructure of the Customer;

1.4 End-User: any individual authorised by the Customer to access and use the Platform on behalf of the Customer (e.g. dealers and customers of the Customer); 

1.5 Hive: the private company (NV) “Hive CPQ”, incorporated under the laws of Belgium, having its registered office at Kleindokkaai 17, 9000 Ghent, registered under number 0677.439.585;

1.6 Order Form: an order form or similar document containing the practical arrangements agreed upon between Hive and the Customer related to the Project, Platform and/or the Services, such as but not limited to the fees, the Project scope, the milestones and the Term;

1.7 Platform: the B2B eCommerce platform (incl. the dealer app) developed by Hive that (amongst others) streamlines the sales of the Customer through the optimisation of its CPQ-flow (configure, price and quote); 

1.8 Project: The works performed by Hive necessary to allow the Customer to use the Platform correctly and efficiently during the Agreement. These works can include (non-limited): integrating the Platform in the Customer’s Databases, onboarding training, custom development, etc.;

1.9 Services: all services provided by Hive to the Customer as part of the Agreement, including but not limited to: the Project,  the Subscription, providing support, maintenance of the Platform, etc.; 

1.10 Subscription: a limited, non-exclusive, non-assignable and non-transferable access and use right to the Platform. This specifically excludes a right to download a local copy, reproduce the Platform or make any part of the Platform publicly accessible in any way. If the Subscription includes access to the dealer app, downloading the dealer app on a local device is permitted.

1.11 Terms: these Terms and Conditions and the Privacy & User Policy;

1.12 Website: hivecpq.com

2. Applicability of the Terms

2.1 Unless explicitly agreed otherwise in writing, the offering, sale and delivery of all Services shall be governed by the present Terms. The Terms shall always take precedence over any terms and conditions of the Customer, which shall not be enforceable against Hive, even if the Customer (later) declares them the only valid terms. In the event that explicit preference is given by Hive in writing to the terms and conditions of the Customer, the following Terms shall remain valid in a supplementary way. The Terms apply to the entire (contractual) relationship between the Parties, including individual orders or contracts for the Services.

2.2 All the transactions between Hive and the Customer are governed by (in descending hierarchical order, with the next applying in the absence or non-application of the previous): (i) the Order Form, (ii) the Terms, and; (iii) Belgian law.

The Project

3. The Project

3.1 Hive performs the Project on a best-efforts basis. Unless the Order Form expressly states a binding deadline or deliverable, any milestones, timelines or planning indications for the Project are estimates only and do not constitute result obligations.

3.2 Hive shall commence the Project upon receival of the first payment as stated in Article 6.1. of these Terms. During the Project, Hive shall (amongst others) integrate the Customer’s database with the Platform in accordance with the Project plan. 

3.3 The Customer is obligated to cooperate with Hive’s consultants, and provide the necessary support, when preparing and integrating the Customer’s database with the Platform. This includes (but is not limited to) access to all required Databases and providing information to Hive in a structured way.

3.4 If the information provided is inaccurate, insufficient or incorrect or the Customer fails to assist Hive, the Project fee, Project milestones and Project plan will be subject to change, based on the newly provided information.

4. Request to test

4.1 Unless expressly agreed upon otherwise, Hive shall, at its own discretion, send requests to the Customer to test and evaluate the works performed by Hive in order to obtain (partial/interim) acceptance of the Project.

4.2 If the Customer fails to substantively respond in writing to the request to test within two (2) weeks, the (partial/interim) delivery (and the content) will be considered unconditionally accepted by the Customer. As such, the Customer forfeits its right to contest the timely and correct delivery.

4.3 Any works performed to implement modifications afterwards will be invoiced to the Customer at the hour/day rate of the consultants of Hive, as stated in the Order Form.

5. Term

5.1 The term of the Project will be decided upon in the Order Form. This term, however, shall be subject to changes upon mutual agreement, or if the Customer fails to adhere to its obligations stated in the Article 3.3.

6. Fee and invoicing

6.1 The binding Project fee and the invoicing plan will be determined in the Order Form.

6.2 In the absence of an invoicing plan in the Order Form, Hive shall invoice the Customer at reasonable timeframes and at its own discretion, taking into account Project plan or the milestones and the Customer’s feedback to the requests to test. 

6.3 The Customer shall fulfil its payments obligations in the accordance with the provisions of Article 14. 

The Platform

7. Subscription

7.1 The Customer receives Subscriptions to the Platform, subject to the Terms and timely payment of the fees. The original activation of the Subscriptions (and the concurrent End-Users) shall be in accordance with the Order Form.

8. The Platform 

8.1 The Customer is entitled to access and use the Platform in accordance with the Terms. The Platform of Hive is provided to the Customer “AS-IS”. The Customer confirms it does not base its reliance on the Platform upon the development of any future functionality, features or data connectivity.

8.2 The Customer shall be solely responsible for procuring, maintaining and securing its network connection(s) to the Platform. 

8.3 The Customer shall use its best endeavours to prevent or terminate any unauthorised access to or use of the Platform. If the Customer discovers such unauthorised access and/or use, it shall notify Hive immediately, in which case Hive will be entitled to take all necessary or useful measures to remedy such access and/or use.

8.4 If the Customer observes any deficiency or problem, it is obliged to immediately cease the use of the Platform and make every reasonable effort – or have every reasonably effort made – to prevent any (further) damage. The Customer shall notify Hive immediately thereof. 

8.5 In the event of problems with the availability of the Platform, Hive undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appropriate, Hive shall be free to determine what is to be considered an adequate solution for its Customers in this respect.

9. Support and maintenance

9.1 When the Customer is in need of assistance or has an enquiry with respect to the Services or the Platform, the Customer can contact the helpdesk of Hive. The helpdesk shall be available via the Platform, via email (support@hivecpq.com).

9.2 Whether or not the support is included in the fee, is described in the Order Form. If not, the support will be invoiced in accordance with the normal consultancy rates of Hive, as stated in the order Form. 

9.3 The Customer must offer all necessary assistance and co-operation to the helpdesk of Hive, e.g. provide a detailed description of the problem and the situation in which it occurred.

9.4 The helpdesk of Hive will do its best efforts to assist the Customer as soon as reasonably possible following the requested support. 

9.5 Hive performs maintenance activities and implements updates of the Platform on a regular basis. Hive strives to minimise the impact on the availability of the Platform, but does not exclude any downtime in this respect. If the impact on the availability of the Platform is significant, Hive will inform the Customer thereof. 

10. Other Customer obligations

10.1 The Customer and its End-Users shall not access the Platform in a manner intended to avoid incurring fees.

10.2 Whenever Hive reasonably suspects that there has been a breach of the Terms (e.g. use of the Platform by the Customer for purposes that breach any provisions in these Terms), it is allowed to audit the Customer to verify its compliance with the Terms, at Hive’s own expense and after a prior notice of two Business Days. 

11. Fees and invoicing

11.1 The Subscription fees are determined in the Order Form of the Project and are binding. The fees will be invoiced as set on the Order Form. Monthly if the Subscription is monthly, yearly if the Subscription is yearly, even in the case where the Customer is engaged for several years. 

11.2 Insofar as the fees are based on the level of payroll costs, cost of components, social security contributions and government taxes, insurance premiums, costs of materials, exchange rates and/or other costs applicable at the time, and in the event of an objective and significant increase of one or more of these price factors, Hive shall be entitled to increase its prices accordingly and in accordance with the legally permitted standards.

11.3 Any discount granted on an Order Form, including but not limited to exceptional discounts, customer-specific discounts, and discounts granted in consideration of a long-term contractual commitment, applies solely during the initial term of this Agreement and shall automatically lapse upon any renewal or extension (whether tacit or otherwise), unless otherwise agreed in writing by the parties in advance. This clause does not apply to Added Value Reseller discounts granted to Added Value Reseller partners under a dedicated Added Value Reseller agreement with Hive.Hive is entitled to index the Subscription fee once per calendar year, with effect from each anniversary of the Order Form, by the greater of (i) the Harmonized Index of Consumer Prices published by Eurostat) over the preceding twelve (12) months, or (ii) three percent (3%). Hive shall give the Customer at least thirty (30) days’ prior written notice of any indexation.

12. Term and termination

12.1 The term of the Subscription is described in the Order Form. The Subscription shall automatically be renewed for one year, unless either party gives notice of termination to the other party at the latest six months before the end of the term or, if the Customer is engaged for several years, sixmonths before the yearly anniversary of the Order Form signature. The Customer can give notice by sending an email to their Hive customer success manager. Failure to do so will obligate the Customer to pay the invoice for the renewed Subscription term, even if the Customer has no intention to continue its use of the Services. The new fees of Hive shall be applicable. 

General

13. The Services 

13.1 Unless agreed otherwise in writing, Hive shall not be bound by a result obligation but shall at all times execute the Agreement and the Services to the best of its knowledge and ability and with appropriate care and good faith (‘best effort obligation’). 

13.2 Hive provides the Services on a fully independent basis. Hive reserves the right to (partially) outsource the performance of the Services to subcontractors, for which Hive shall assume liability towards the Customer.

13.3 The Customer shall provide Hive with (i) all necessary co-operation in relation to this Agreement; and, (ii) all necessary access to information as may be required by Hive in order to provide the Services.

13.4 Hive is entitled to rely on data and information provided by the Customer, without having to verify its accuracy and completeness. Hive shall make use of data and information provided by the Customer without accepting any responsibility in this respect. The Customer is responsible for the timely delivery, accuracy and completeness of the provided data and information, and indemnifies Hive from any claims in this context, including claims of third parties.

14. Payment

14.1 Hive’s invoices are payable to Hive’s designated bank account as indicated on the invoice at the latest on fourteen (14) days after the invoice date. The invoice has been settled when the complete amount stated on the invoice has been received by Hive. All fees - unless specifically stated otherwise in the Order Form - do not include VAT or any other levies or taxes. 

14.2 Hive’s Invoices are payable in the currency stated in the Order Form or, failing that, on the invoice (the “Invoice Currency”), which shall be EUR unless otherwise agreed. If the Customer pays in a currency other than the Invoice Currency, conversion shall be made at the applicable exchange rate on the date of payment, and any resulting bank, conversion or exchange costs shall be borne by the Customer. 

14.3 By concluding an Agreement and relying on the Services of Hive, the Customer agrees to electronic invoicing by Hive.

14.4 If the Customer fails to pay in full any invoice by the due date for payment, then:

  •  the Customer shall pay interest on the overdue amount at the rate of ten percent (10%) per year. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount; and
  • the Customer shall pay Hive five percent (5%) of the outstanding balance, with a minimum amount of two hundred and fifty euro (250,00 EUR) for costs associated with a.o. the collection of the amounts due and with the adverse consequence on Hive’s cash flow, as liquidated damages. The Customer confirms that this sum represents a genuine pre-estimate of Hive’s loss.

This paragraph is without prejudice to Hive’s right to prove and claim any higher damages.

14.5 Late, incomplete or non-payment of one expired invoice will cause all other invoices, for which a particular instalment term has been agreed on, to become immediately payable, without previous notice of default. 

14.6 Partial payments will firstly be deducted from interest due, liquidated damages payments and possible costs and subsequently from unpaid invoices.

14.7 Hive is entitled to suspend the Customer’s access to the Platform, or its other obligations in connection with the Agreement if the Customer has not complied with a payment condition or other payment obligation. 

14.7 Invoices that are not disputed by registered letter within eight (8) days after their issuing will be considered to have been fully accepted.

14.8 Promotional gifts by Hive, in any form whatsoever (including, but not limited to discounts), shall only be applicable in accordance with the guidelines and conditions expressly stated in this regard. The Customer acknowledges that such promotional gifts are (i) not cumulative; (ii) personal by nature; and, (iii) can never entail an implied right thereto.

15. Liability

15.1 Hive’s liability shall always be assessed in the light of the best efforts obligation to which it has committed. The liability of Hive is in any case limited to the mandatory liability imposed by law.

15.2 Hive’s liability under the Agreement is limited to the invoice value of the fees relating to the specific component of the Services that gave rise to the damage and/or liability claim paid by the Customer during the twelve (12) month period preceding the date on which the applicable liability claim arose. 

15.3 Hive cannot accept any claim from the Customer for indemnification for:

  • Defects that are caused directly or indirectly by an act of the Customer or a third party (e.g. cloud or software partner) regardless of whether they were caused by a fault, negligence or carelessness;
  • Damage caused as a result of incorrect information provided by the Customer
  • Damage caused by all incorrect or inadequate use of the Services (e.g. insufficient verification of the generated results);
  • Damage caused by use of the Platform incompatible with the legislation and/or regulations;
  • Damage caused by the further use or application by the Customer after a problem has been found;
  • Damage caused by force majeure or hardship in accordance with the provisions of Article 17.; and,
  • Indirect and consequential damage, such as, but not limited to, loss of profit, loss of savings, loss of revenue, loss caused by business interruption or damage to third parties
  • Any other claims, damages and loss caused by circumstances or causes outside of the reasonable control of Hive.

15.4 Customer will hold Hive harmless against all claims from third parties arising from the incorrect or unlawful use of the Services. It will cover all damages such as compensations or legal costs (including reasonable lawyer’s fees) providing that Hive has informed the Customer as soon as reasonably possible of any claim arising from that matter.

16. Termination

16.1 Either party may terminate the Agreement per registered mail for material breach, automatically and without definitive court decision if the other party has committed a material breach and fails to remedy such breach within fifteen (15) days of written notice of default by the claiming party. Parties will consider (amongst others) the following events as a material breach:

  • Failure to pay invoices for which payment is due for three (3) consecutive months; 
  • Failure to comply with the best effort performance of the Services for three (3) consecutive months;
  • Unauthorised or illegal use of the Platform;
  • Failure to comply with the Terms; 
  • Intellectual property infringement (cfr. Article 21.).

16.2 The Agreement may be terminated if an insolvency event occurs, i.e. a party ceases to pay its debts or ceases its activities, files for bankruptcy, liquidation of the legal entity or enters proceedings in receivership or judicial composition proceedings. 

16.3 Hive shall never be obligated to refund the Customer any fees (and will invoice the remainder of the fees) if the Customer terminates the Agreement during the Term (without the termination being the result of a material breach by Hive). 

16.4 Regardless of the cause for termination, the following consequences will follow the termination of the Agreement:

  • Hive will stop providing its Services and the Platform shall be inaccessible for the Customer and its End-Users; 
  • Hive is entitled to refuse any request from the Customer to enter into a (new) Agreement with regard to the Services; and
  • Each Party will discontinue its use of, and on request return or destroy, the confidential information and proprietary materials of the other party. For a period of thirty (30) days following termination, the Customer may request the export of its own data from the Platform, which Hive will provide in a commonly used machine-readable format. After this period, Hive may delete the Customer’s data from the Platform, save for copies retained in routine back-ups or as required by applicable law, which remain subject to confidentiality. 

16.5 The termination of the Agreement, for whatever reason, shall not prejudice the rights acquired by each party.

17. Force majeure & Hardship

17.1 The following are conventionally considered as cases of force majeure or hardship: all circumstances which were reasonably unforeseeable at the time the Agreement was concluded, are unavoidable, and create (i) the inability on the part of Hive to carry out the Agreement, or (ii) make the execution of the obligations in the Agreement much harder or more difficult than normally anticipated (financially or otherwise). For example (but not limited to): natural disasters, war, (threats of) terrorism, strikes, lock-out, diseases, pandemics, shortage of personnel, organisational conditions, confiscation, fire, scarcity of (raw) materials, bankruptcy or delays on the part of suppliers or subcontractors. 

17.2 Cases of force majeure or hardship give Hive the right to temporarily suspend the performance of its obligations in the Agreement, without Hive being liable for any damages. 

17.3 A situation of force majeure that continues beyond three (3) consecutive months shall entitle either party to terminate the Agreement with immediate effect by simple written notification to the other party, without judicial intervention and without any liability.

17.4 The Customer shall always be required to pay all fees for Services that have already been provided resp. performed on the date of suspension or termination, and any costs incurred or still to be incurred by Hive as a consequence of the suspension or termination.

18. Confidentiality

18.1 All information marked as confidential or reasonably to be considered confidential, disclosed by either party to the other party prior to entering into the Agreement as well as during the Agreement shall be treated by the receiving party with the utmost secrecy. 

18.2 The receiving party shall:

  • Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than the cooperation between Hive and the Customer;
  • Not engage in, nor authorise others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information; and,
  • Not derive any commercial benefit from the confidential information.

18.3 This confidentiality obligation applies during the Term of the Agreement between Hive and the Customer and will continue to exist for a period of three (3) years after the termination of the cooperation for any reason whatsoever.

18.4 This confidentiality obligation shall, however, in no event imply that Hive shall not be entitled to use and/or commercialise any ideas, input, feedback received from the Customer, which may serve to improve and/or expand the offerings.

19. Non-Solicitation of Personnel

19.1 During the term of the Agreement and for a period of six (6) months following its termination or expiry for any reason, the Customer shall not, directly or indirectly, and shall not assist or procure any third party to, solicit for employment, hire, engage or otherwise contract with any employee, consultant or subcontractor of Hive who has been involved in the provision of the Services or the performance of the Agreement, or who was so involved within the six (6) months preceding such solicitation.

19.2 This restriction shall not apply to general recruitment efforts that are not specifically directed at Hive's personnel, such as public job advertisements or the use of recruitment agencies not instructed to target such individuals, nor to any individual who responds to such general efforts on their own initiative and without any prior direct approach by the Customer.

19.3 In the event the Customer breaches this Article, the Customer shall pay to Hive a lump sum equal to half of the gross annual remuneration (salary or fees) paid to the relevant individual during the six (6) months preceding the date on which that individual left Hive or ceased to be engaged by Hive. The Customer confirms that this sum represents a genuine pre-estimate of Hive's loss and does not constitute a penalty. This paragraph is without prejudice to Hive's right to prove and claim any higher damages.

20. Use of artificial intelligence

20.1 Hive may use reputable third-party artificial intelligence tools, subject to appropriate security and confidentiality safeguards, to deliver and improve the Services. Hive selects such tools with due care, including in respect of information security certification (such as ISO 27001) and a contractual commitment that Customer data is not used to train the provider’s models.

20.2 Where the Services involve the processing of personal data through such tools, that processing is governed by the Data Processing Agreement, which identifies any AI provider acting as a sub-processor. Unless the Order Form or Data Processing Agreement expressly provides otherwise, the Customer shall not submit personal data into AI-enabled features and shall ensure any data it provides is anonymised.

20.3 The Customer is responsible for reviewing any AI-assisted output before relying on it. AI-assisted output may contain errors, and Hive gives no warranty as to its accuracy, completeness or fitness for a particular purpose. Hive does not use AI tools for high-risk decisions concerning the Customer’s personnel and will inform the Customer where it is legally required to disclose that content has been generated with the assistance of AI.

20.4 Where Hive makes AI-enabled tools, prompts, skills or configurations available to the Customer, these are confidential information of Hive under Article 18 and may be used only as part of the Services and in accordance with any usage instructions provided. The Customer shall not copy, reverse engineer or replicate them, and all intellectual property rights in them remain with Hive under the Intellectual property rights Article 21.

21. Intellectual property rights

21.1 All registrations of the trade names/trademark Hive, or any other trade name/trademark that includes the name Hive, or under which the Subscriptions, Projects and other Services are sold, shall be made in the name of Hive. The Customer shall not use Hive’s company name, the Platform name or any other Platform trademarks as part of Customer’s name or in any manner capable of misrepresenting the relationship between Customer and Hive. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of identification of Hive. 

21.2 The Customer explicitly acknowledges that Hive shall own and retain all (intellectual) property rights with respect to the Platform, the Services, the Project (including all copies, modifications, extensions and derivative works thereof), such as but not limited to rights associated with the dashboards, service configurations, other authorship rights, design rights, know-how and domain names.

21.3 The Customer explicitly authorises Hive to use the Customer’s name and/or Project as a reference for publicity purposes, such as a publication on the Website. In this regard, the Customer also authorises Hive to use the Customer’s name, trademark, logo, etc.

22. Privacy 

22.1 Hive as controller

22.1.1 The collection by Hive of personal data of the (potential) Customer and/or its personnel/staff shall take place in accordance with the provisions of Hive’s privacy policy. In such event, Hive acts as controller. This privacy policy includes information about the personal data collected by Hive, as well as the manner in which Hive uses and processes this personal data. Hive’s privacy policy can be consulted via Disclaimer.

22.1.2 By entering into an Agreement with Hive, the Customer acknowledges to have read and accepted the privacy policy.

22.2 Hive as processor

22.2.1 The Customer acknowledges that – with regard to the processing of all data of the Customer and/or End-User entered and uploaded into the Platform – it shall act as controller and Hive as processor. All arrangements made between Parties in this respect shall be solely governed by the Data Processing Agreement.

22.2.2 The Customer acknowledges explicitly that by using the Platform or entering into an Agreement with Hive to have read and accepted the Data Processing Agreement in its entirety. 

23. Changes to the Terms 

23.1 Hive reserves the right to amend these Terms and the offer and composition of the Subscription or included Services any time. New or amended Terms shall apply from the thirtieth (30th) day after they were (implicitly) accepted by the Customer.

24. Netting

24.1 To the fullest extent permitted by applicable law, Hive and the Customer may set off and net any and all current and future amounts owed between them, whether or not then due, against each other. 

25. Miscellaneous 

25.1 No waiver

25.1.1 Any failure or delay by Hive in exercising any right under an Agreement with the Customer, any single or partial exercise of any right under such Agreement or any partial reaction or absence of reaction by Hive in the event of violation by the Customer of one or more provisions of such an Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of Hive’s rights under such Agreement, nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by Hive, this waiver cannot be invoked by the Customer in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.

25.2 Notices

25.2.1 Any notice to be given under the Agreement shall be deemed duly given when sent by e-mail or postage prepaid or courier and addressed to the other party’s address. It shall be deemed received three (3) working days after the date of dispatch in the case of e-mails and in the case of postage prepaid or courier on the date of receipt by the other party.

25.3 Divisibility

25.3.1 If any part or any clause of the Agreement is for whatever reason held to be unlawful, invalid or unenforceable, such provisions shall be deleted and the remaining parts or clauses shall not be affected and shall remain valid and enforceable as if the invalid or unenforceable parts or clauses were not part of the Agreement.

25.3.2 Any such part or clause shall be replaced by a provision that, insofar as legally possible, comes clo­sest to the intention of parties in the affected part or clause. Parties shall in good faith negotiate and agree a mutually acceptable provision that shall replace the deleted provision.

25.4 Non-transfer

25.4.1 This Agreement and the rights and obligations ensuing from it for the Customer may not be transferred either directly or indirectly without the written consent of Hive. 

25.4.2 Hive may assign or transfer this Agreement, in whole or in part, to an affiliate or a sub-contractor or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, provided the transferee assumes Hive’s obligations under this Agreement. Hive will notify the Customer of any such transfer. The Customer’s rights under this Agreement will not be diminished as a result of the transfer.

26. Jurisdiction and applicable law

26.1 All disputes arising out of or in connection with these Terms or any Agreement (including any question regarding its existence, validity or termination) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. 

26.2 The seat of arbitration shall be Brussels, Belgium. The language of the arbitration shall be English. The arbitration agreement and the substance of the dispute are governed by Belgian law. 

26.3 The proceedings and any award shall be kept confidential by the parties, except as required by law or to enforce or challenge the award. Nothing in this Article prevents either party from seeking interim or conservatory relief from any competent court. 

26.4 The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

26.5 Without prejudice to any other provision of these Terms, any claims by the Customer arising out of or in connection with an Agreement between parties will in any event become time-barred after expiration of one (1) year as from the date of delivery of the relevant Services giving rise to the claim.

Summary of changes

This is a short summary of changes compared to previous version (2025).

Please note that this summary is giving only for indicative & information purposes and is not binding.

  • General: separation of SIB (Seeing is believing) Terms and Conditions from the main Terms & Conditions (clauses 3. to 8.2 of the 2025 version).

  • 3. Project
    • 3.1: Clarification & rephrasing of best efforts obligations binding the Project implemenation.

  • 6. Fees & Invoicing - Project
    • 6.1: clause 12.1 of previous version has been removed. It was stating that Hive could take an advance payment of 30% of the total amount of the fee.

  • 7. Subscription
    • 7.2: clause 13.2 of previous version has been removed. It was stating that Hive could suspend all accesses to the Platform in case of too many End-Users would be active at the same time.

  • 9. Support and maintenance
    • 9.1: The helpdesk is no longer available by phone, but remains open 24/7 on the Platform and via email.

  • 10. Other Customer obligations
    • 10.1: clause 16.1 of previous version has been adapted. The mention that the Customer had to ensure that any End-User should accept the Privacy & User Policy & act in accordance with it, has been taken out.

  • 11. Fees & Invoicing - Platform
    • 11.1: Fees can be invoiced monthly or yearly, depending on what is set in the order form. In the previous version, only yearly fees were possible.
    • 11.3: Any discounts granted on the Order Form, except for Added Value Reseller partner discounts, are granted only for the initial term of the Agreement, and lapse at Agreement renewal.
    • 11.3: the reference index for the subscription fee has been changed from Agoria Index to Eurostat HICP index or 3%.

  • 14. Payment
    • 14.2: The Currency required for the payment is now the one stated in the order form (USD if the Order Form states USD, EUR if the order form states EUR). EUR remains the default currency in case it's not clearly defined on the Order Form.

  • 16. Termination
    • 16.4: Clarification and rephrasing of Confidential Information return and destruction.

  • 19 Non-Solicitation
    • 19.1: New clause, stating that it is not allowed for the Customer to solicit for employment any employee or subcontractor of Hive who has been in contact with that Customer for the past 6 months.
    • 19.2: This non-solicitation clause doesn't appy if the Customer is performing general recuritment efforts that are not specifically targeting Hive.
    • 19.3: In case of breach of this clause, th Customer shall pay Hive the equivalent 6 months of salary/fees for that employee/subcontractor.

  • 20. Use of Artificial Intelligence
    • 20.1: Hive may use AI tools, with respect to ISO27001 best security practices, and with a contractual commitment that Customer's data is not used to train AI models.
    • 20.2: Any processing of personal data through AI tools is governed by the Data Processing Agreement of Hive, and subject to GDPR. Customer shall not submit personal data in AI tools, unless agreed otherwise in writing.
    • 20.3: The Customer is responsible for reviewing any AI output before using it. Hive doesn't use AI to make high-risk decisions about Customer's personel and shall inform the Customer when it is required to disclose that content is AI-generated.
    • 20.4: When Hive shares AI tools, skills, or configurations with the Customer, these have to be treated as confidential information, and shall not be copied by the Customer, with respect of Hive's IP.

  • 24. Netting
    • 24.1: Clarification and rephrasing of the Netting article.

  • 25.4. Non-transfer
    • 25.4.1: Clarification and rephrasing of the non-transfer article. The Customer's rights under  this Agreement will not be diminished as a result of a transfer of this Agreement by Hive to a third party.

  • 26. Jurisdiction and applicable law
    • 26.1: Any dispute arising from these Terms shall be settled under the Rules of Arbitration of the International Chamber of Commerce.
    • 26.2: The seat of arbitration is Brussels, and the language shall be English.
    • 26.3: Proceedings and awards shall be kept confidential by the parties.
    • 26.4: Any Award is final and binding.
    • 26.5: Clarification and rephrasing of this article.