General terms and conditions

Hi! Thank you for choosing CloudKnife as your cloud efficiency and FinOps platform. These Terms govern your use of CloudKnife’s Services and help to define the relationship between you and CloudKnife. By providing you with these Terms, we aim to act transparently and proactively answer any questions you might have regarding the Platform, Services, Fees, Subscription Term, and more. By signing an Order Form or otherwise using the Platform, you confirm your acceptance of the latest version of these Terms on behalf of your organisation. We kindly ask you to read these Terms carefully and refer to them each time you use our Services.

I. DEFINITIONS & APPLICABILITY

1. Definitions

• Access Rights the level of access to the Cloud Environment granted by the Customer to CloudKnife, being, by default, read-only access, and, where and to the extent the Customer has established an applicable Policy in accordance with Article 5.2, additionally such execution rights for CloudKnife to automatically execute the Recommendation(s) covered by that Policy;
• Account the single organisational account created by the Customer through which its Authorised Users can access and use the Platform;
• Additional Services any services provided by CloudKnife beyond the provision of the Subscription, including but not limited to onboarding assistance, training, and support in relation to the configuration or management of Policies, as specified in the relevant Order Form or otherwise agreed in writing;
• Additional Services Fees all Fees as described in the relevant Order Form (or otherwise agreed in writing) for the provision of Additional Services, which are not Subscription Fees;
• Agreement the collective terms related to the Services between the Customer and CloudKnife, consisting of (i) the Order Form, (ii) the DPP, and (iii) these Terms, together with any amendment or addition thereto;
• Authorised User every individual who is permitted by the Customer to access and use the Platform through the Account;
• Cloud Environment the Customer’s public cloud environment(s) (including the relevant subscriptions, resources, and tenants therein) to which the Customer grants CloudKnife access for the purposes of the Services, the level of which (read-only or, where applicable, execution rights) is determined in accordance with Article 5.1.6;
• Cloud Spend the Customer’s cloud expenditure under management, as measured by CloudKnife on the basis of the Cloud Environment(s) to which the Customer has granted access, and which determines the applicable Fees as set out in the Order Form;
• CloudKnife (or we | us) the private limited company (“besloten vennootschap”) CloudKnife BV, incorporated and existing under the laws of Belgium, with registered office at Huttestraat 16, 9052 Gent, Belgium, registered under enterprise/VAT number BE 1036.821.023;
• Credits the units, as specified in the Order Form, which the Customer may use to unlock specific optimisation functionalities within the Platform;
• Customer any professional, whether acting in its own name or through a legal entity, who enters into an Agreement with CloudKnife for the use of the Platform and/or Services;
• Customer Data all data, information, and content originating from the Customer’s Cloud Environment that is accessed, ingested, or processed by the Platform, including without limitation resource identifiers, naming conventions, tagging metadata, configuration data, and usage/consumption metrics, but explicitly excluding the content of the Customer’s applications, files, or business records;
• DPP the data processing policy of CloudKnife;
• Fees the fee(s) payable by the Customer, including Subscription Fees, Usage Fees (if any), and Additional Services Fees;
• Force Majeure any circumstances which (i) were reasonably unforeseeable at the time the Agreement was concluded, (ii) are not attributable to the fault of the party invoking it, and (iii) either create a temporary or definitive inability for a party to perform its obligations, or cause the performance of such obligations to become excessively burdensome so that performance can no longer reasonably be required under the original conditions. Such circumstances include, but are not limited to, fire, flood, casualty, lockout, strike, unavoidable accident, national calamity, pandemic, export embargo, riot, war, civil commotion, act of God, the act of any legally constituted authority, or service disruptions attributable to the Customer’s cloud service provider or other third-party infrastructure providers;
• Order Form an order form or similar document containing the practical arrangements agreed upon between CloudKnife and the Customer related to the Platform and/or the Services, such as but not limited to the selected Subscription Package, the Subscription Term, the Fee(s), the payment modality, and any Additional Services;
• Output all insights, analyses, and Recommendations generated by the Platform on the basis of Customer Data;
• Platform the cloud efficiency and FinOps software-as-a-service solution developed, hosted, and operated by CloudKnife, which analyses Customer Data originating from the Customer’s Cloud Environment in order to generate insights and Recommendations regarding the Customer’s cloud usage and costs;
• Policy the configuration settings established by the Customer within the Platform’s policy module, by which the Customer determines, on a context-specific basis, whether and to what extent CloudKnife is authorised to automatically execute a Recommendation without prior case-by-case approval by the Customer;
• Privacy Legislation shall mean all applicable (supra)national legislation and regulations governing the processing of personal data, including but not limited to (i) Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) the Belgian Data Protection Law of 30 July 2018 and any national implementing legislation, as amended or replaced from time to time;
• Recommendation an Output consisting of a proposed optimisation action with respect to one or more resources in the Customer’s Cloud Environment, together with the underlying rationale and, where applicable, an indication of assumptions and risks, which is informative and advisory in nature unless and until approved (whether individually or, where applicable, pursuant to an applicable Policy) in accordance with Articles 4.4 and 5.2;
• Services all services provided by CloudKnife in connection with the Platform, including the provision of the Subscription and any Additional Services;
• Subscription the right granted by CloudKnife to the Customer to access and use the Platform for the duration of the Subscription Term, in accordance with the Subscription Package specified in the Order Form;
• Subscription Package the tier of Subscription selected by the Customer in the Order Form, which determines, among other things, the functionalities available to the Customer, and the applicable fair use limitations, and which applies to the entirety of the Customer’s Cloud Environment connected to the Platform;
• Subscription Fee the Fees payable for the Subscription in accordance with the Subscription Package and payment modality set out in the Order Form;
• Subscription Term the duration of the Subscription set out in the Order Form;
• Support the assistance provided by CloudKnife to the Customer during the Agreement with regard to the Services, Subscription, and Platform;
• Terms these terms and conditions as published on the Website;
• Usage Fee any additional fee payable by the Customer where its Cloud Spend, number of connected tenants, or other usage exceeds the fair use limitations applicable to its Subscription Package, as set out in the Order Form, including, where applicable, any fee payable for the purchase of additional Credits; and
• Website www.cloudknife.com, as well as any subdomains or other/future websites of CloudKnife.

2. Applicability of the Terms

2.1 These Terms apply to all offers by CloudKnife and to any Agreement concluded between CloudKnife and the Customer. By signing an Order Form, creating an Account, or otherwise commencing use of the Services, the Customer acknowledges that it is aware of and has accepted these Terms. In the case of the free Subscription Package, where the Customer creates an Account through the Platform’s self-service onboarding flow without a signed Order Form, the Customer shall be presented with these Terms and shall be required to expressly accept them (for instance by way of a click-wrap acceptance mechanism) before it is permitted to create an Account or otherwise access the Platform; such acceptance shall have the same binding effect as the signature of an Order Form and shall constitute an Agreement between CloudKnife and the Customer for the free Subscription Package, it being understood that the provisions of these Terms relating to Fees and payment shall not apply for so long as the Customer remains on the Free Subscription Package.

2.2 Unless explicitly determined otherwise in writing, the entire relationship between CloudKnife and the Customer for the provision of Services by CloudKnife to the Customer is governed by the following documents. In the event of a conflict between these documents, the following descending order of precedence shall apply: (i) the Order Form, (ii) the DPP (solely with respect to the processing of personal data), and (iii) these Terms.

2.3 These Terms are specifically tailored to the use of the Services and govern the relationship between CloudKnife and the Customer. Therefore, to use the Services, the Customer agrees these Terms shall always take precedence over its own terms and conditions, which shall not be enforceable against CloudKnife (even if the Customer declares them the only valid terms).

2.4 CloudKnife reserves the right to update or amend these Terms from time to time in accordance with Article 16.

2.5 Any changes, deviations, or additions to an Agreement (including order changes) require written acceptance by CloudKnife. Email confirmation by CloudKnife is sufficient unless the Parties explicitly agree otherwise.

II. GENERAL TERMS AND CONDITIONS

3. Conclusion of the Agreement

3.1 CloudKnife shall determine the scope of the Services together with the Customer and shall subsequently provide the Customer with a quotation and proposed scope as part of an Order Form. The Customer acknowledges that the Agreement can be signed electronically.

3.2 The specifications, capabilities, technical features, performance metrics (including any indicative savings figures) and other details regarding the Services on the Website or presented in a demo are only to be considered approximations and illustrations. CloudKnife explicitly notes that any savings figures or case studies referenced on the Website are illustrative of individual reference implementations and are not representative of the results that any specific Customer may achieve. Such information only binds CloudKnife insofar as explicitly stated in the Agreement.

3.3 Only Order Forms confirmed and signed by both parties shall be binding. Each Order Form, once signed, constitutes a separate agreement incorporating these Terms and the DPP by reference.

3.4 The Customer represents and warrants that it will comply with all applicable laws and regulations, in connection with its use of the Platform and Services.

4. The Services

4.1 All CloudKnife’s obligations related to the Services shall be best efforts obligations. Hence, CloudKnife shall always provide the Services with appropriate care and in good faith and serve the Customer to the best of its understanding, skill, insight and ability, as can reasonably be expected from a professional experienced in services of comparable scope, complexity and size.

4.2 CloudKnife expressly disclaims any and all warranties, whether express or implied (including but not limited to any implied warranties of merchantability or fitness for a particular purpose), that the Services shall always be performed error-free or satisfactory to the Customer’s wishes.

4.3 The Output generated by the Platform, including all Recommendations, is intended exclusively as an informative and advisory decision-support tool. CloudKnife does not provide any obligation of result with respect to the accuracy, completeness, or suitability of any Output.

4.4 The Customer shall always have the sole obligation and responsibility to review, validate, and approve a Recommendation before it is implemented in its Cloud Environment, whether such implementation is carried out manually by the Customer or, where applicable, automatically by CloudKnife pursuant to an applicable Policy in accordance with Article 5.2. The Customer must not rely on any Output without exercising its own independent technical judgement.

4.5 CloudKnife’s Services are limited to what is explicitly defined in the Agreement. CloudKnife is entitled to rely on the Customer Data made available through the Cloud Environment without having to verify its accuracy, completeness, or suitability. CloudKnife shall not be held responsible for any Output errors caused by Customer Data that is inaccurate, incomplete, ambiguous, or by resource types that are not supported by the Platform.

4.6 CloudKnife does not guarantee that the Services are suitable for the Customer’s intended use or are seamlessly adapted to the Customer’s activities or business operations, unless such purpose has been explicitly agreed in writing in the Order Form.

4.7 In addition to the Subscription, CloudKnife may provide Additional Services as specified in the Order Form or as otherwise agreed in writing. CloudKnife reserves the right to invoice the corresponding Additional Services Fees for such Additional Services. Any requests for customisation or services beyond the scope explicitly agreed upon in the Agreement will require prior written approval from both parties and may result in Additional Services Fees.

5. The Platform

5.1 The Platform

5.1.1 The Platform is provided to the Customer “as is”. The Customer confirms it shall not place any reliance on the Platform upon the development of any future functionality, features, or data connectivity.

5.1.2 CloudKnife shall use its reasonable endeavours to maintain the availability of the Platform but does not guarantee uninterrupted availability. In the event of problems with the availability of the Platform, CloudKnife shall solve such issue as soon as reasonably possible.

5.1.3 CloudKnife does not guarantee that the Platform will operate completely error-free, nor that it will be compatible with all types or future versions of internet browsers, operating systems, or any other software.

5.1.4 The Platform ingests Customer Data from the Customer’s Cloud Environment, being limited to resource-level technical and usage data (such as resource naming, tagging, configuration, and usage metrics). The Customer acknowledges that certain technical fields (such as tagging or resource/storage names) are populated by the Customer itself and may, on an occasional and non-structural basis, incidentally contain personal data (such as names, e-mail addresses, or other identifiers) without this being within CloudKnife’s control, the responsibility for the content of such fields lies with the Customer.

5.1.5 Subject to the terms of the Agreement and the applicable Subscription Package, CloudKnife grants the Customer a temporary, limited, non-exclusive, and non-transferable right to access and use the Platform via a web-based user interface and any other channels made available by CloudKnife from time to time.

5.1.6 The Customer shall grant CloudKnife the Access Rights to its Cloud Environment via a service account, following the onboarding procedure and documentation provided by CloudKnife, and shall ensure it maintains an authentication method that CloudKnife supports, required for authentication to the Platform. Unless and until the Customer establishes an applicable Policy in accordance with Article 5.2, the Access Rights granted to CloudKnife shall be read-only. The Customer determines, via the Access Rights granted to this service account, which resources within its Cloud Environment CloudKnife will generate Output, CloudKnife shall only generate Output in relation to resource types it supports.

5.1.7 CloudKnife reserves the right to make, in its sole discretion, any material or non-material changes and/or updates to the functionalities of the Platform from time to time without prior approval of the Customer, provided that such changes do not materially downgrade any of the existing functionalities at the moment of the signing of the Agreement. CloudKnife will notify the Customer of material changes via email or via notification in the Platform. The Customer acknowledges that any such change or update, including any change to the Platform’s underlying scoring methodology, engine, or analytical models, may cause previously generated Output (including historical Recommendations and insights) to no longer reflect the current version of the Platform, to be superseded, or to no longer be reproducible in the same form. CloudKnife does not warrant that historical Output will remain consistent with, or valid under, any subsequent version of the Platform, and the Customer shall not rely on historical Output as a continuing representation of the Customer’s Cloud Environment following any such change.

5.1.8 The Customer acknowledges that the Platform may include free and open-source software components developed by third parties, used in accordance with their applicable licence terms.

5.2 Automation and Policies

5.2.1 CloudKnife does not automatically execute any Recommendation. Recommendations are informative and advisory only, and any implementation thereof requires the Customer’s own review, validation, and manual execution, in accordance with Article 4.4.

5.2.2 Where and to the extent CloudKnife makes available the functionality for the automated execution of Recommendations, such execution shall only take place where the Customer has, via the Platform’s policy module, established a Policy expressly authorising CloudKnife to do so for the relevant context (such as a specific environment, resource type, or category of Recommendation). CloudKnife shall not automatically execute any Recommendation falling outside the scope of an applicable Policy established by the Customer. The establishment of such a Policy by the Customer shall, for the relevant context, constitute the Customer’s grant to CloudKnife of the execution rights (forming part of the Access Rights) necessary to carry out the automated execution covered by that Policy.

5.2.3 The Customer acknowledges and agrees that, to the extent CloudKnife executes a Recommendation on the basis of an applicable Policy established by the Customer, the Customer’s decision to establish such Policy constitutes its authorisation for, and acceptance of, the resulting action, and that responsibility for the consequences of such automated execution shall accordingly be borne by the Customer to the extent it results from the scope of the Policy so established, without prejudice to Article 12.

5.2.4 The Customer may amend or revoke a Policy at any time via the Platform, with effect for Recommendations not yet executed at the time of such amendment or revocation.

5.3 Use of the Platform

5.3.1 The Customer shall be responsible for ensuring that all Authorised Users are aware of and comply with the Agreement.

5.3.2 The Customer and its Authorised Users shall not access the Platform in a manner intended to avoid incurring any Fees.

5.3.3 The Customer shall use the Platform solely for its internal business purposes and in accordance with the Agreement. The Customer shall not, and shall ensure that its Authorised Users do not:

1. copy, reproduce, translate, adapt, modify, or create derivative works of the Platform or any part thereof;
2. decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, or discover the source code, underlying algorithms, or logic of the Platform;
3. use the Platform for any purpose that is unlawful, harmful, or fraudulent, or that violates any applicable law or regulation;
4. sublicense, resell, transfer, or make the Platform available to any third party without the prior written consent of CloudKnife;
5. remove, alter, or obscure any proprietary notices, trademarks, or labels on or within the Platform;
6. “frame”, distribute, resell, provide or permit access to the Platform by any third party other than as allowed by the features and functionality of the Platform;
7. transfer to the Platform or otherwise use on the Platform any code, exploit, or undisclosed feature designed to delete, disable, deactivate, interfere with, or otherwise harm or provide unauthorised access to the Platform;
8. use any robot, spider, data scraping, software containing a virus, worm, “back door”, Trojan Horse, extraction tool or similar mechanism with respect to the Platform;
9. provide access to the Platform or an Account to any third party, including but not limited to an individual associated with a CloudKnife competitor, or extract information from the Platform in furtherance of competing with CloudKnife; or
10. permit any third party to engage in any of the foregoing proscribed acts.

5.3.4 The Customer is responsible for the confidentiality of its Account credentials. The Customer shall use its best endeavours to prevent or terminate any unauthorised access, illegal use and/or incompatible use of the Platform. If the Customer discovers such unauthorised access and/or use, it shall notify CloudKnife immediately, which shall be entitled to take all necessary or useful measures to prevent such unauthorised access and/or use.

5.3.5 The Customer shall be responsible for procuring, maintaining and securing its network connection(s) to the Platform and ensuring that its own systems meet the minimum security requirements for a safe integration with the Platform.

5.3.6 If the Customer observes any deficiency or problem, the Customer is obliged to immediately cease the relevant use of the Platform and make every reasonable effort, or have every reasonable effort made, to prevent any (further) damage.

5.3.7 CloudKnife reserves the right to suspend the Customer’s access to the Platform, in whole or in part, without prior notice and without any liability, in the event of: (i) non-payment of any Fee that remains outstanding following a written reminder from CloudKnife; (ii) a reasonable suspicion, based on objective indications (including but not limited to security or audit logs), of unauthorised or malicious activity in relation to the Platform, pending investigation and resolution of such suspicion; or (iii) a material breach of the Agreement by the Customer, including but not limited to any violation of this Article 5.3. CloudKnife shall notify the Customer of any such suspension without undue delay and shall restore access once the cause of the suspension has been adequately remedied to CloudKnife’s satisfaction.

5.3.8 The Customer acknowledges and agrees that CloudKnife may collect and analyse data regarding the Customer’s (including its Authorised Users’) interactions with the Platform’s user interface, including through session recording and replay technology, for the purposes of improving the Platform’s functionality and user experience. Such data may include, where applicable, personal data of Authorised Users, in which case its processing shall be governed by the DPP.

6. Subscription

6.1 Each Subscription shall be governed by a separate Order Form specifying the applicable Subscription Package and Subscription Term.

6.2 The Customer’s right to use the Platform is governed by the Subscription Package selected in the Order Form. Each Subscription Package determines, among other things, whether the Customer has access to insights only or also to Recommendations, and the fair use limitations (including with respect to Cloud Spend and the number of connected tenants) applicable to that Subscription Package, all as further specified in the Order Form and/or on the Website.

6.3 A Customer may only hold one (1) Subscription Package at any given time for its entire Cloud Environment connected to the Platform. It is not permitted to apply different Subscription Packages to different parts of the Customer’s Cloud Environment or Cloud Spend.

6.4 The fair use limitations applicable to each Subscription Package (including, where applicable, any maximum number of tenants or subscriptions covered) shall be set out in the Order Form and/or published on the Website. Where the Customer exceeds the fair use limitations applicable to its Subscription Package: (i) in the case of the free Subscription Package, the Customer shall be required to upgrade to a higher Subscription Package in order to continue using the Services beyond the applicable fair use limitations; and (ii) in the case of a paid Subscription Package, CloudKnife may, at its discretion, either charge a Usage Fee in accordance with the Order Form or require the Customer to upgrade to a higher Subscription Package, in each case in accordance with this Article 6.

6.5 The Customer may, at any time during the Subscription Term, request to upgrade to a higher Subscription Package. Such upgrade shall take effect as agreed between the parties and the corresponding Subscription Fees shall be charged for the remainder of the then-current Subscription Term.

6.6 The Customer may not downgrade to a lower Subscription Package during the then-current Subscription Term. A downgrade may only take effect upon commencement of a new Subscription Term, following timely notice by the Customer in accordance with Article 7.2.

6.7 Where the Customer’s Cloud Spend increases during the Subscription Term beyond the amount taken into account for the applicable Fee, CloudKnife may (i) charge the additional Cloud Spend in accordance with the Order Form and/or the applicable Subscription Package, and/or (ii) technically limit the scope of the Cloud Environment scanned by the Platform to the Cloud Spend amount for which Fees are being paid, until the Customer agrees to the corresponding additional Fee.

6.8 The Customer shall not manipulate, rotate, or otherwise adjust the scope of access rights granted to CloudKnife’s service account (including switching which subscriptions, tenants, or resources are made accessible over time) with the purpose or effect of reducing its Cloud Spend as measured by CloudKnife below its actual Cloud Spend, or of otherwise circumventing the Fees applicable under its Subscription Package. Any such conduct constitutes a material breach of the Agreement, without prejudice to any technical measures CloudKnife may implement to detect or prevent such conduct. Without prejudice to CloudKnife’s other rights and remedies (including termination in accordance with Article 13.2.1), where CloudKnife determines that the Customer has engaged in such conduct, CloudKnife shall be entitled to retroactively invoice the Customer for the Fees that would have been due had the Customer’s actual Cloud Spend been correctly and continuously reflected in the Access Rights granted to CloudKnife, calculated over the period during which such conduct occurred or, if that period cannot be reasonably established, over the preceding twelve (12) months of the then-current Subscription Term.

6.9 Where specified in the Order Form, the Customer’s Subscription Package includes a number of Credits, as set out in the Order Form. The Customer may use its Credits during the Subscription Term to unlock specific optimisation functionalities within the Platform. Unused Credits do not carry over to a subsequent Subscription Term and do not entitle the Customer to any refund or compensation upon expiry or termination of the Agreement. Where the Customer wishes to use functionality beyond the number of Credits included in its Subscription Package, it may purchase additional Credits as a Usage Fee, in accordance with the Order Form.

7. Subscription Term

7.1 Each Subscription shall be governed by a separate Order Form specifying the applicable Subscription Term.

7.2 Unless a shorter Subscription Term is agreed in the Order Form, the Subscription Term shall have a minimum duration of one (1) year. Upon expiry of the Subscription Term, the Subscription shall automatically renew for successive periods of the same duration as the initial Subscription Term, unless either party notifies the other in writing of its intention not to renew at least one (1) month prior to the end of the then-current Subscription Term.

7.3 Where CloudKnife intends to adjust the Fees applicable upon renewal of the Subscription Term, it shall notify the Customer thereof in writing at least forty-five (45) days prior to the end of the then-current Subscription Term. If the Customer does not accept the adjusted Fees, it may terminate the Agreement in accordance with Article 7.2, with effect from the end of the then-current Subscription Term. If the Customer does not terminate in accordance with this provision, it shall be deemed to have accepted the adjusted Fees with effect from the start of the renewed Subscription Term.

7.4 Early termination of the Subscription Term by the Customer, other than pursuant to a material breach by CloudKnife, is not permitted. The Customer remains obligated to pay all Fees set out in the Agreement for the full duration of the then-current Subscription Term, and no refund of Fees already paid, nor any downgrade of the Subscription Package, shall be due in such case.

8. Fees and Payment

8.1 Fee

8.1.1 Unless otherwise agreed in the Order Form, the Fees applicable to an Agreement consist of the Subscription Fee, any applicable Usage Fee, and/or any Additional Services Fees, as further specified in the Order Form.

8.1.2 All Fees are, unless explicitly stated otherwise, exclusive of VAT or any other levies or taxes.

8.1.3 CloudKnife is entitled to index the Fees during the Subscription Term in line with an increase in its costs, whereby the amount payable shall be calculated on the basis of the following formula:

P = [ 20% × p ] + [ 80% × p × (S/s) ]

Where:

P = the new Fee;

p = the initial Fee (immediately prior to the indexation);

S = the new Agoria Digital labour cost index (published in the month preceding the indexation);

s = the initial Agoria Digital labour cost index (published in the month preceding the start of the current Subscription Term or, if the Fee has been indexed before, the month preceding the last indexation).

CloudKnife shall notify the Customer in writing of any such indexation no later than thirty (30) calendar days prior to its effective date. This Article 8.1.3 is without prejudice to CloudKnife’s right to adjust its Fees upon renewal of the Subscription Term in accordance with Article 7.3.

8.1.4 Without prejudice to Article 8.1.3, the Customer acknowledges that the cost of providing the Services may be materially affected by the cost of underlying technology inputs, including but not limited to artificial intelligence, machine learning, and cloud computing resources used by CloudKnife to operate the Platform. Where CloudKnife determines, acting reasonably, that such costs have increased materially, CloudKnife may adjust the Fees to reflect such increase, provided that CloudKnife shall notify the Customer in writing at least thirty (30) calendar days prior to the effective date of any such adjustment, together with a reasonable explanation of the basis for the adjustment. If the Customer does not accept the adjusted Fees, the Customer may terminate this Agreement by written notice within 15 days of receiving CloudKnife’s notification, with termination taking effect on the date the adjustment would otherwise take effect. This Article 8.1.4 is without prejudice to CloudKnife’s right to adjust the Fees upon renewal of the Subscription Term in accordance with Article 7.3.

8.2 Payment and billing method

8.2.1 The Subscription Fee is payable either annually or monthly, as elected by the Customer in the Order Form. In the event of annual payment, the full Subscription Fee for the applicable Subscription Term shall be invoiced and due and payable upon commencement of that Subscription Term.

8.2.2 Any Usage Fee shall be invoiced in arrears following the end of the relevant billing period in which the applicable fair use limitations were exceeded or in which additional Credits were purchased, in accordance with the Order Form.

8.2.3 Additional Services shall be invoiced at the Additional Services Fee set out in the Order Form or otherwise agreed in writing or, in the absence of an agreed rate, at CloudKnife’s then-applicable standard rates. Upon the Customer’s request, CloudKnife shall provide an overview of its then-current standard rates.

8.2.4 Unless otherwise agreed upon, invoices of CloudKnife are payable within a period of thirty (30) days from receipt. An invoice has been settled when the complete amount stated on the invoice has been received by CloudKnife.

8.2.5 Invoices that are not disputed in writing, within eight (8) days after their issuing will be considered to have been fully accepted. The Customer shall pay the undisputed part of the invoice in accordance with these Terms.

8.2.6 By concluding an Agreement and relying on the Services of CloudKnife, the Customer agrees to electronic invoicing by CloudKnife:

(i) For transactions falling within the scope of mandatory structured electronic invoicing under applicable law, CloudKnife shall issue invoices exclusively in a structured electronic format (Peppol BIS format via the Peppol network, or any other legally compliant structured format). These structured electronic invoices shall constitute the only legally valid invoices. The Customer ensures it has the necessary software and Peppol connection to receive and process such structured invoices. Any technical or organisational issues on the part of the Customer preventing receipt or processing shall not exempt the Customer from its payment obligations. If the Customer is unable to receive a structured invoice and CloudKnife, as a courtesy, provides a copy via email, such delivery is at the Customer’s own risk and responsibility;

(ii) For transactions not yet subject to mandatory structured invoicing, CloudKnife shall apply these requirements as soon as they become legally mandatory. Until such time, the Customer accepts that CloudKnife may use standard electronic invoicing (e.g., via email).

8.3 Late Payment

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

(i) the Customer shall owe interest on the overdue amount at the rate of one percent (1%) per month. Such interest shall accrue automatically (without prior notice by CloudKnife) 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

(ii) the Customer shall pay CloudKnife five percent (5%) of the outstanding balance, with a minimum amount of two hundred and fifty euro (EUR 250.00), for costs associated with, amongst others, the collection of the amounts due and the adverse consequences on CloudKnife’s cash flow, as liquidated damages.

8.3.2 This Article 8.3 is without prejudice to CloudKnife’s right to prove and claim any higher damages.

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

8.3.4 Partial payments will first be deducted from interest due, liquidated damages, and any costs, and subsequently from unpaid invoices.

8.3.5 Without prejudice to any other rights or remedies, CloudKnife is entitled to suspend the Customer’s access to the Platform, and/or to terminate, suspend, or postpone its Services or other obligations under the Agreement, if the Customer has not complied with a payment condition or other payment obligation.

9. Support

9.1 When the Customer needs assistance or has an enquiry with respect to the Services, the Customer can contact CloudKnife’s support desk at the e-mail address support@cloudknife.com or, where applicable, via the dedicated support channel made available for the Customer’s Subscription Package.

9.2 The scope and channel of Support shall depend on the Customer’s Subscription Package, as further specified on the Website and/or in the Order Form.

9.3 Support is provided on a best-efforts basis.

9.4 The Customer must offer all necessary assistance and cooperation to CloudKnife’s support desk, including by providing a detailed description of the problem and the circumstances in which it occurred.

9.5 Support can be invoiced separately as an Additional Services Fee, unless expressly agreed otherwise.

9.6 If necessary for maintenance work or the implementation of updates to the Platform, CloudKnife may temporarily interrupt the availability of the Platform and Services. To the extent possible, maintenance work will take place outside normal business hours. CloudKnife will use its reasonable endeavours to notify the Customer in advance of any planned interruptions. An interruption due to maintenance work or the implementation of updates shall not constitute a fault on the part of CloudKnife, and CloudKnife will ensure that any such interruption does not last longer than necessary.

10. Intellectual Property Rights

10.1 CloudKnife is and shall remain the exclusive owner of all intellectual property rights in and to the Platform, including but not limited to its software, source code, underlying algorithms, engine, system architecture, user interface, documentation, and all updates and upgrades thereto. Nothing in the Agreement shall be construed as transferring or licensing any intellectual property rights in the Platform to the Customer, other than the limited right to access and use the Platform as explicitly set out in the Agreement.

10.2 The Customer is and shall remain the exclusive owner of all intellectual property rights in and to the Customer Data. The Customer grants CloudKnife a non-exclusive, royalty-free, worldwide licence to access, process, and use the Customer Data for the purpose of providing the Services to the Customer, and for the purposes set out in Article 10.4.

10.3 CloudKnife is and shall remain the exclusive owner of all intellectual property rights in and to the Output, including all Recommendations, generated by the Platform. Subject to full payment of the applicable Fees, CloudKnife grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Output for its internal business purposes during the Subscription Term. The Customer shall not claim any intellectual property rights in, or represent the Output as, its own work product, and shall not resell, sublicense, or otherwise make the Output available to any third party other than its own Authorised Users, save as otherwise permitted under the Agreement.

10.4 CloudKnife may anonymise or pseudonymise Customer Data and use such anonymised or pseudonymised data for the purposes of product development and improvement of the Platform, benchmarking (including industry or sector-wide benchmarking), and generating aggregated statistics, both during and after the term of the Agreement.

10.5 CloudKnife may reference the Customer’s name and logo on the Website and in its marketing and commercial materials. Correspondingly, the Customer may reference CloudKnife’s name and logo in its own marketing and commercial materials .

10.6 In case of breach of the obligations by the Customer as set out in this Article 10, the Customer shall pay CloudKnife a lump-sum compensation equal to ten percent (10%) of the Fees payable by the Customer under the Agreement for the twelve (12) months preceding the breach (or, if the Agreement has been in force for less than twelve (12) months, the Fees payable for the full then-current Subscription Term) per individual breach. This compensation is due without prejudice to CloudKnife’s right to claim full compensation for all actual damages caused by the breach to the extent they exceed the lump-sum amount.

11. Confidentiality

11.1 “Confidential Information” means (i) the existence and terms of the Agreement and (ii) any non-public, confidential, or proprietary information relating to a disclosing Party, including any that is designated by the disclosing Party as confidential information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. For CloudKnife, this includes, without limitation, the Platform’s underlying methodology, engine, pricing structure and product roadmap. For the Customer, this includes, without limitation, the Customer Data and the Customer’s Cloud Environment configuration. Notwithstanding the foregoing, Confidential Information does not include information, data, or know-how which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving Party; (ii) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure; (iii) is lawfully in the possession of the receiving Party at the time of disclosure by the disclosing Party and not otherwise subject to restriction on disclosure; (iv) is approved for disclosure by prior written authorisation of the disclosing Party; or (v) is developed independently and separately by either Party without use of the disclosing Party’s Confidential Information.

11.2 Each Party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other Party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other Party shall not sell, copy, and/or distribute in any way Confidential Information to third parties, without the disclosing Party’s prior written consent, which consent may be granted or withheld in such Party’s sole and absolute discretion. Each Party shall only disclose Confidential Information to its employees, agents, or contractors who have a strict need to know for the purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set out in this Article 11.

11.3 The confidentiality obligations set out in this Article 11 shall apply during the course of the Agreement and shall continue for a period of three (3) years following the expiry or termination of the Agreement for any reason whatsoever. Upon expiry or termination of the Agreement, each Party shall, within thirty (30) days of a written request by the other Party, return or destroy all Confidential Information of the disclosing Party in its possession, except to the extent that retention is required by applicable law.

11.4 In case of breach of the obligations by the Customer as set out in this Article 11, the Customer shall pay CloudKnife a lump-sum compensation equal to ten percent (10%) of the Fees payable by the Customer under the Agreement for the twelve (12) months preceding the breach (or, if the Agreement has been in force for less than twelve (12) months, the Fees payable for the full then-current Subscription Term) per individual breach. This compensation is due without prejudice to CloudKnife’s right to claim full compensation for all actual damages caused by the breach to the extent they exceed the lump-sum amount.

12. Liability

12.1 CloudKnife

12.1.1 The liability of CloudKnife shall always be assessed in light of the best efforts obligation to which CloudKnife has committed pursuant to Article 4.1.

12.1.2 In the case of inadequate Services, CloudKnife’s liability is limited to (i) the (renewed) performance of the missing or inadequate Services, or (ii) providing compensation for the proportional value of the inadequate part of the Services, subject to the limitations set out in Article 12.1.3.

12.1.3 The liability of CloudKnife shall in all cases exclusively be limited to direct damages and shall in any case be limited to the Fees paid by the Customer during the twelve (12) months preceding the event giving rise to the liability.

12.1.4 CloudKnife shall never be liable for:

(i) damage or loss suffered by the Customer or third parties as a result of incorrect, incomplete, or unavailable Customer Data, information, or instructions provided by the Customer (including its Authorised Users);

(ii) the Customer’s implementation of a Recommendation without conducting the independent review, validation, and approval required under Article 4.4;

(iii) damage arising from the automated execution of a Recommendation by CloudKnife pursuant to a Policy established by the Customer, to the extent such damage results from the scope of that Policy, in accordance with Article 5.2.3;

(iv) damage arising from the Customer’s own manual implementation of a Recommendation, including where the Recommendation subsequently proves to be inaccurate or unsuitable;

(v) damage caused by the Customer’s misinterpretation of any Output;

(vi) damage resulting from malfunctions or defects in network communications, devices, or infrastructure belonging to the Customer (including its Authorised Users) used for accessing the Platform;

(vii) damage resulting from the unavailability, malfunction, or configuration of the Customer’s Cloud Environment or underlying cloud service provider, insofar as not attributable to CloudKnife;

(viii) damage arising from the presence of personal data or other sensitive information in tagging, naming, or other technical fields of the Customer’s Cloud Environment that were populated by the Customer or its Authorised Users;

(ix) damage caused by further use of the Platform and the Services by the Customer (including its Authorised Users) after a defect has been found;

(x) damage caused by the improper, inadequate, unauthorised, or unlawful use of the Platform or Services;

(xi) damage caused by the theft or loss of credentials due to negligence of the Customer (including its Authorised Users);

(xii) damage caused by Force Majeure in accordance with Article 14;

(xiii) indirect and consequential damage, such as, but not limited to, loss of profit, loss of savings, loss of revenue, loss caused by business interruption, and damage to third parties; and

(xiv) any other claims, damages, and losses caused by circumstances or causes outside of the reasonable control of CloudKnife.

12.1.5 The Customer expressly acknowledges and accepts that CloudKnife relies on auxiliary persons in the performance of the Agreement. CloudKnife wishes to protect specific categories of auxiliary persons against direct claims based on Article 6.3 of the Belgian Civil Code. These categories include notably directors, appointed staff including employees, and self-employed service providers (including commercial agents and managers, but excluding incidentally or project-based third parties such as subcontractors or freelancers). The Customer expressly undertakes, in case of faults within the meaning of Article 6.6 of the Belgian Civil Code by the aforementioned auxiliary persons that could give rise to a direct claim as referred to in Article 6.3 of the aforementioned Code, not to directly address the auxiliary persons concerned, but to address its claim for any damage suffered exclusively to CloudKnife. The Customer thus expressly waives its right to a direct claim against the aforementioned auxiliary persons. This waiver of claim does not apply in case of fraud, deceit, and/or intent on the part of the auxiliary persons, or if the shortcoming also constitutes a criminal offense.

12.2 The Customer

12.2.1 The Customer will defend, indemnify, and hold CloudKnife harmless against all claims from third parties arising from the incorrect or unlawful use of the Platform or Services by the Customer, including its Authorised Users. The Customer will cover all resulting damages, such as compensation or legal costs (including reasonable lawyer’s fees), provided that CloudKnife has informed the Customer as soon as reasonably possible of any claim arising from that matter.

13. Duration and Termination

13.1 Duration

13.1.1 The Agreement commences on the date of signature of the first Order Form and continues until the expiry or termination of all Subscription Terms under all Order Forms, unless terminated earlier in accordance with this Article 13.

13.2 Grounds for early termination

13.2.1 CloudKnife may terminate the Agreement by registered mail for material breach, automatically and without prior judicial intervention, if the Customer has committed a material breach and fails to remedy such breach within fifteen (15) days of written notice of default by CloudKnife. CloudKnife will consider (amongst others) the following events as a material breach: (i) repeated failure to pay invoices for which payment is due; (ii) unauthorised or illegal use of the Platform and/or Services, including any breach of Article 5.3 or Article 6.8; (iii) intellectual property infringement (cf. Article 10).

13.2.2 The Agreement may be terminated with immediate effect by either party if an insolvency event occurs on the part of the other party, i.e. that party ceases to pay its debts or ceases its activities, files for bankruptcy, is placed into liquidation, or enters into receivership or judicial composition proceedings.

13.2.3 CloudKnife shall never be obligated to refund the Customer any Fees if the Customer terminates the Agreement during the Subscription Term without such termination being the result of a material breach by CloudKnife. The Customer remains obligated to pay all Fees set out in the Agreement, in accordance with Article 7.4.

13.3 Consequences of termination

13.3.1 Regardless of the cause of termination, the following consequences shall follow the termination of the Agreement:

(i) the Customer’s right to access and use the Platform shall immediately cease, and CloudKnife shall deactivate the Customer’s Account without further notice;

(ii) CloudKnife shall stop performing its Services;

(iii) the Customer shall discontinue use of the Platform and shall return or destroy CloudKnife’s Confidential Information and proprietary material;

(iv) any Fees that have accrued and are outstanding as at the date of termination shall remain immediately due and payable;

(v) CloudKnife does not export or otherwise return Customer Data or Output to the Customer upon termination or expiry of the Agreement. The Customer may, during the Subscription Term and up to the effective date of termination, independently export Recommendations via the Platform’s existing export functionality (e.g. Excel/CSV export of the Recommendations tab); and

(vi) CloudKnife shall be entitled to refuse any request from the Customer to enter into a (new) Agreement with regard to the Services.

13.3.2 Articles 10, 11, 12, and 15 shall survive the termination of the Agreement and continue in full force and effect.

13.3.3 The termination of the Agreement, for whatever reason, shall not prejudice the rights already acquired by either party.

14. Force Majeure

14.1 In the event of Force Majeure, the party confronted by the Force Majeure event shall (i) notify the other party thereof within a period of one month after the inception of the Force Majeure, and (ii) inform the other party of the period for which the Force Majeure is expected to continue.

14.2 In the event of Force Majeure, each party has the right to temporarily suspend the performance of its obligations without being liable for any damages.

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

14.4 If the performance of the Agreement has become excessively burdensome due to a change in circumstances that was unforeseeable at the time of the conclusion of the Agreement and that is not attributable to the affected party, that party may request the other party to renegotiate the terms of the Agreement with a view to adapting or terminating it. In case the parties have negotiated in good faith for a minimum of one (1) month without having reached an agreement, both parties shall have the right to terminate the Agreement through notice served on the other party by registered letter.

15. Privacy

15.1 CloudKnife as Controller

15.1.1 When CloudKnife processes personal data of the Customer’s representatives, Authorized Users, and contacts in its own right, for example, for the purposes of account management, invoicing, support, and the performance of the Agreement, CloudKnife acts as the Controller within the meaning of applicable Privacy Legislation. Such processing is governed exclusively by CloudKnife’s privacy policy, which is available on the Website at https://www.cloudknife.com/privacy. The privacy policy sets out the categories of personal data collected by CloudKnife, the purposes for which such data are processed, the legal bases relied upon, and the rights available to data subjects

15.2 CloudKnife as Processor

15.2.1 To the extent that the Customer uploads, enters, or otherwise introduces personal data into the Platform in the course of its use of the Platform and Services, the Customer acts as Controller and CloudKnife acts as Processor within the meaning of applicable Privacy Legislation. All processing of such personal data by CloudKnife on behalf of the Customer is governed exclusively by the DPP, which forms an integral part of the Agreement in accordance with Article 2.2 and is available on the Website at https://www.cloudknife.com/legal/dpa.

15.2.2 By entering into an Agreement with CloudKnife, the Customer confirms that it has read, understood and accepted the DPP in its current version. In the event of any conflict between the DPP and these Terms regarding the processing of personal data by CloudKnife as Processor, the DPP shall prevail.

15.2.3 The Customer is solely responsible for ensuring that it has a valid legal basis under applicable Privacy Legislation for any personal data it introduces into the Platform, and for complying with all obligations incumbent upon it as Controller. CloudKnife shall not be responsible for any failure by the Customer to comply with applicable Privacy Legislation in its capacity as Controller.

15.2.4 The DPP sets out, among other things, the categories of personal data processed by CloudKnife as Processor, the purposes and duration of the processing, the sub-processors engaged by CloudKnife, the technical and organisational security measures in place, and the arrangements applicable to data subject rights requests.

16. Changes to the Terms

16.1 CloudKnife reserves the right to amend these Terms at any time. New or amended Terms shall become applicable upon thirty (30) days’ written notice to the Customer.

16.2 If the Customer does not accept the amended Terms, the Customer may terminate the Agreement in writing prior to the effective date of the amendment. In such case, the Customer shall pay all Fees due and outstanding up to the date of termination but shall not be obligated to pay Fees for the remaining Subscription Term, provided the termination is notified before the amended Terms take effect.

16.3 If the Customer does not terminate the Agreement in accordance with Article 16.2, it shall be deemed to have accepted the amended Terms with effect from their stated effective date.

17. Netting

17.1 In accordance with the Belgian Law on Financial Collateral of 15 December 2004, CloudKnife and the Customer agree that all currently existing and future debts owed between them shall be automatically and permanently offset against each other. As a result of such automatic set-off, only the net balance, representing the largest remaining debt of one vis-à-vis the other, shall remain outstanding at any given time in the context of the ongoing contractual relationship between the Parties.

18. Miscellaneous

18.1 Assignment. The Customer is not permitted to assign, delegate, or otherwise transfer the Agreement or any rights hereunder without CloudKnife’s prior written consent, which will not be unreasonably withheld for assignment to an affiliate as part of an internal reorganisation, provided the Customer remains liable for its obligations unless agreed otherwise in writing. CloudKnife may assign to an affiliate or as part of a merger, acquisition, or sale of substantially all assets, upon notice to the Customer.

18.2 Entire Agreement. The Agreement and these Terms contain the entire agreement between CloudKnife and the Customer regarding the Customer’s use of the Platform and Services, and supersede and replace any previous communications, representations, or agreements, or the Customer’s additional or inconsistent terms, whether oral or written. No oral agreements or representations shall be binding on either Party.

18.3 No Waiver. Any failure or delay by either Party in exercising any right under the Agreement shall not operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of such right or any other right. Any waiver must be express and in writing.

18.4 Notices. Any notice to be given under the Agreement shall be in writing and shall be deemed duly given when sent by email to the other Party’s designated contact address as set out in the Order Form. A notice sent by email shall be deemed received one (1) working day after the date of dispatch, unless the sender receives notice of non-delivery.

18.5 Severability. The invalidity, illegality, or unenforceability of any provision of these Terms shall not affect the validity or applicability of the remaining provisions, which shall continue in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable by a competent court or authority, the Parties shall enter into good faith negotiations to replace the affected provision with a valid and enforceable provision that most closely reflects the original intent and economic effect of the provision being replaced. If the Parties fail to reach agreement on such a replacement provision within a reasonable period, the competent court or authority shall have the power to modify or moderate the affected provision to the minimum extent necessary to render it valid and enforceable. If such modification or moderation is not possible, the relevant provision shall be deemed deleted.

18.6 No Partnership. Nothing in these Terms or the Agreement shall be deemed to constitute a partnership, joint venture, or agency relationship between the Parties. Neither Party shall hold itself out as the agent, partner, or representative of the other.

18.7 Counterparts and Electronic Signature. This Agreement may be signed in counterparts, including electronically (e.g., via DocuSign or an equivalent electronic signing platform), each of which shall constitute an original, and together they shall form one complete agreement. A copy transmitted electronically (e.g., in PDF format) shall have the same legal force as a physically signed original.

18.8 Language. These Terms may be translated into other languages for convenience. In the event of any conflict or inconsistency between the English-language version and any translation, the English-language version shall prevail.

19. Governing Law and Jurisdiction

19.1 Jurisdiction

All disputes arising out of or relating to the performance of this Agreement shall be subjected to the exclusive jurisdiction of the courts of the district in which CloudKnife has its registered office.

19.2 Applicable law

The Agreement as well as any agreement between Parties, of whatever nature, are governed by and construed in accordance with the laws of Belgium, with exclusion of all conflict of laws rules.