Last updated: 11/11/2024
Operational name : vikingQA
Legal name : Neocap SRL
Address : 231, Avenue Louise, 1050 Brussels, Belgium
VAT number : BE1004693336
The vikingQA Terms and Conditions (“Agreement”), as effective from the date indicated in a relevant Statement of Work, is entered into by and between Client and Provider.
WHEREAS, the Client manages or provides certain web applications detailed in an applicable Statement of Work, AND,
WHEREAS, the Provider is a firm specializing in software testing, AND,
WHEREAS, the Client desires to engage the Provider to deliver the Services outlined in this Agreement, and the Provider agrees to render such services in return for the compensation specified herein,
NOW, THEREFORE, the parties agree to the terms outlined in this Agreement as follows:
Capitalized terms not otherwise defined in this Agreement shall bear the meanings specified below:
1.1 “Authorized User” refers to an employee or contractor whom the Client has granted permission to use the Platform. 1.2 “Documentation” refers to operator and user guides, training materials, specifications, minimum system requirements, compatible devices list, and other similar materials in hard copy or electronic form, as provided by the Provider to the Client (including any updated versions), which relate to the Platform or Services and may be updated with notice to the Client. 1.3 “Intellectual Property Rights” encompasses patent rights (including patent applications and related disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights acknowledged in any global jurisdiction. 1.4 “Licensed Volume” denotes the limits, volume, or other applicable measurement or conditions of permissible use for the Platform as detailed in an applicable Statement of Work. 1.5 “Statement of Work” is a document that the Provider and Client may execute periodically, containing details like services description, target milestones, and payment terms. Each Statement of Work will specifically reference this Agreement, form part of this Agreement, and be governed by its terms. Alterations to a Statement of Work require a written agreement by both parties. The initial Statement of Work will be considered the first under this Agreement, with additional ones executed by mutual consent as required.
2.1 Platform and Services. Subject to the terms and conditions of this Agreement, the Provider grants the Client a limited, non-exclusive, non-transferable (except in alignment with Section 14) right to access the Provider’s software testing and automation platform (“Platform”) during the Term, strictly for the Client’s internal business operations according to the Licensed Volume and this Agreement. The Provider agrees to deliver specified implementation, testing, engineering, and support services as documented in the applicable Statement of Work (“Services”) for the Term. The Client will provide reasonable cooperation with the Provider as required or requested to facilitate the Services. The Provider will not be liable for delays or failures in service delivery due to inadequate cooperation from the Client.
2.2 Platform Use Restrictions. The Client shall not authorize any person (including Authorized Users) to: (i) exceed the usage rights explicitly granted here; (ii) alter or create derivative works of the Platform or its Documentation, wholly or partially; (iii) reverse engineer, decompile, decode, or otherwise attempt to gain unauthorized access to any Platform software component; (iv) frame, mirror, sell, rent, or lease the Platform usage to third parties or allow others to use Services outside Client’s benefit per this Agreement; (v) use the Platform in a manner infringing upon, misappropriating, or violating any intellectual property or rights of others or any law; (vi) interfere with or disrupt the Platform’s integrity or performance, or its data or content; (vii) access or search the Platform using engines, tools or devices, except those expressly provided by Provider for such purposes; or (viii) utilize the Platform, Documentation, or Provider’s Confidential Information for competitive analysis or developing competing products or services.
2.3 Authorized Users. Only Authorized Users may use the Platform. The Client can permit Authorized Users, ensuring their compliance with relevant terms of this Agreement. The Client is responsible for actions or omissions by Authorized Users regarding their Platform use. The Client will, and will require Authorized Users to, employ all reasonable measures to secure usernames, passwords, and systems used for Platform access per standard security protocols and must notify the Provider upon any suspicion of compromised credentials. Each Platform account must be accessed only by its designated Authorized User. The Provider may assimilate personal information about the Client or its Authorized Users’ Platform or Services use (“Account Data”) per the Provider Privacy Notice as applicable. Account Data does not encompass Client Materials or Client Provided Materials.
2.4 Third-Party Services. Some Platform features or Service aspects may enable Client and Authorized Users to interface with compatible third-party services, technology, and content (“Third-Party Services”). The Provider does not offer any Third-Party Services and isn't responsible for compatibility issues, errors, or bugs in the Platform or Services resulting from or linked to Third-Party Services. The Client is entirely responsible for maintaining Third-Party Services and securing any necessary licenses and consents for use with the Platform or Services.
3.1 Term. This Agreement commences on the Effective Date of an applicable Statement of Work and concludes upon the expiration of the last active Statement of Work (“Term”).
3.2 SOW Term. Unless stated otherwise in writing by the parties, each Statement of Work is automatically renewed for the term defined in such Statement of Work (“SOW Term”); however, either party can terminate it by notifying the other no less than thirty (30) days before the end of the current SOW Term.
3.3 Termination. Either party may terminate this Agreement (and applicable Statement of Work(s)), effective immediately upon written notice, if the other party materially breaches the Agreement, and such breach remains uncured thirty (30) days after written notice of the breach by the non-breaching party. Termination or expiration does not affect the Client’s obligation to settle all Fees due or accrued up to the effective termination or expiration date.
4.1 Payment Terms. The Client agrees to remit the fees specified in an applicable Statement of Work (“Fees”) on a non-refundable basis without deduction, settling all invoices from the Provider within thirty (30) days of issuance. The Client is liable for all taxes imposed by governing authorities, except for income taxes of the Provider. Delays in payments incur late charges at 1.5% per month or the highest permissible legal rate, and the Provider may suspend Platform access until full payment. The Client shall cover the Provider's reasonable costs in collecting overdue payments. Automatic billing charges will apply to the Client’s chosen payment method for Fees on the due payment date, including applicable taxes. If Provider cannot charge Client’s method, the Client will ensure payment via an updated method.
4.2 Renewal Adjustment. Unless stated otherwise in a Statement of Work, or the Provider provides a sixty (60) days prior written notice before the SOW Term’s conclusion, renewal term Fees will increase automatically by five percent (5%).
The Provider is at all times considered an independent contractor. No portion of this Agreement implies or constitutes a partnership, joint venture, or employment relationship between Provider and Client; neither party can legally bind the other. The Provider retains complete discretion in managing service delivery. Provider’s employees are not entitled to Client’s employee benefits and are solely responsible for taxes arising from Services delivered.
6.1 Confidential Information. Except with written consent from the other party, each party shall keep all information concerning the other’s business confidential, accessible only as necessary for Consulting legal or other required processes. Confidential Information remains the disclosing party’s exclusive property unless proof exists of knowledge before disclosure, independent development without usage of the disclosing party’s information, or acquisition from an external source.
6.2 Provider IP. The Provider exclusively owns all rights to the Platform, related methodologies, enhancements, and IP, with no implied rights or licenses to the Client.
6.3 Feedback. Any Client feedback grants the Provider a perpetual, royalty-free license for its business usage, including Platform and Service improvements.
6.4 Client Materials. Client owns exclusive rights to all service-specific software, excluding Provider IP. Such Client Materials are considered “work made for hire.” Embedded Provider IP grants Client a license for necessary operational use. The Client provides a license to the Provider for using Client Materials, ensuring ownership and rights for authorized provision.
Both Provider and Client guarantee rightful authority to execute this Agreement, aligning with all legal obligations, and confirm asset possession for Agreement execution. The content and services provided by the Provider are offered "as is” without warranties aside from those specified.
The Provider indemnifies Client under certain IP infringement claims, excluding claims due to the Client’s breach or modifications. The Client indemnifies Provider against claims connected to Client Materials or Platform misuse.
This Agreement represents the entire agreement between parties and can only be modified in writing. It binds the parties and their respective successors but does not extend rights to third parties.
The Client shall refrain for a set duration from encouraging Provider's employees or contractors to exit their relationships.
Upon request, one party should assist the other, at its cost, to fulfill this Agreement’s application.
Notices should occur via written, during business hours email communication.
Assignment of this Agreement requires mutual written consent, with few exceptions, and binds successors and assigns.
Rights under this Agreement cannot be waived through delayed or partial rights exercise.
Headings serve reference purposes and do not influence Agreement interpretation.
This Agreement is governed by Delaware law, with disputes exclusively settled in Delaware courts.
The Client must comply with U.S. export laws, affirming no dealings prohibited by such laws.
Government clients are subject to applicable restrictions regarding commercial software use.
This Agreement accepts electronic execution, effectively binding as original signatures.
The prevailing legal party can recover reasonable attorney fees and court costs.
Neither party bears liability for indirect, special, or consequential damages except under specified conditions, such as intellectual property infringements or fraudulent conduct.