Terms and Conditions – TurnUp

In this document, you will find the agreements regarding the contract that you, as a customer (hereinafter: the “Customer”), enter into with TurnUp for the use of TurnUp’s services.

Part 1: General Conditions

Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

Services
All services provided or to be provided in any way by or on behalf of TurnUp, including but not limited to SaaS Services and Other Services.

Customer
Any natural person or legal entity with whom TurnUp intends to enter into, enters into, or has entered into a legal relationship (including users of the Trial Account as referred to in Article 2).

Supplier
Any licensor, subcontractor, and/or other supplier to TurnUp.

Agreement
Any agreement and/or other legal relationship between the Parties regarding the provision of Services and related matters.

Other Services
All services of any kind to be provided by or on behalf of TurnUp to the Customer, excluding SaaS Services.

Parties / Party
Customer and/or TurnUp.

SaaS Services
All Software-as-a-Service (SaaS) services and related services provided or to be provided by or on behalf of TurnUp to the Customer via the internet.

TurnUp
TurnUp B.V., a private limited liability company, with registered office at Oscar Delghuststraat 60, 9600 Ronse, Belgium, VAT number BE 0782.448.322, or any other legal entity that has entered into or intends to enter into a legal relationship with the Customer and has declared these Terms and Conditions applicable.

Compensation
The payment(s) owed by the Customer to TurnUp as consideration under the Agreement or as described in these Terms and Conditions.

Business Day
A calendar day from 08:30 to 17:30, excluding weekends and official public holidays in Belgium.

1. Applicability, Formation, and Duration of the Agreement

1.1. These Terms and Conditions apply to all Agreements. Conflicting general terms and conditions, including those of the Customer, are explicitly rejected. Deviations are valid only if expressly agreed in writing.

1.2. The Agreement is concluded through online registration on TurnUp’s website, where the Customer creates an account and subscribes to a plan.

  • The Agreement is entered into for a fixed period of 1 or 3 years, as specified in the order form and the invoice.

  • Payment of the invoice constitutes acceptance of the subscription period.

  • A 1-year subscription may be terminated in writing with at least one (1) month’s notice before expiry; otherwise, it will automatically renew for one year.

  • A 3-year subscription may be terminated in writing with at least three (3) months’ notice before expiry; otherwise, it will automatically renew for three years.

If the Agreement is not terminated in time, it will be automatically and irrevocably renewed for the same period.

2. Services

2.1. Upon conclusion of the Agreement, TurnUp will commence providing the Services.

2.2. Services are delivered on an “as is” basis and are deemed unconditionally accepted upon delivery (for SaaS Services: upon granting access). The use of the Services and their (direct or indirect) consequences are at the Customer’s sole risk.

2.3. TurnUp may modify, replace, suspend, or block (access to) the Services, including for maintenance. Planned downtime will be announced in advance where possible. The obligation to pay Compensation remains unaffected.

2.4. In case of malfunction of the SaaS Services, the Customer may contact TurnUp’s support desk during Business Days. Support is free of charge on a fair use basis.

3. Compensation and Payment

3.1. The Customer is periodically obliged to pay Compensation according to TurnUp’s applicable rates, unless agreed otherwise. All rates are exclusive of VAT and other statutory levies.

3.2. Invoices must be paid within fourteen (14) days of the invoice date. The Customer may not suspend or set off payments.

3.3. TurnUp may adjust rates once per contract year within reasonable limits, with at least one (1) month’s prior written notice. The Customer may terminate the Agreement within one month after a price increase.

3.4. If payment is not made within the specified term:

  • The Customer owes statutory commercial interest on the overdue amount;

  • TurnUp may suspend performance of the Agreement;

  • The Customer owes collection costs, with a minimum of 15% of the outstanding amount or €250 (whichever is higher).

4. Customer Obligations

4.1. The Customer guarantees that all information provided to TurnUp is accurate and up to date.

4.2. The Customer is solely responsible for securing login credentials and ensuring confidential use of the Services. Services must be used only within the Agreement, these Terms, and applicable laws (including data protection laws).

4.3. The Customer indemnifies TurnUp against claims from third parties arising from the Agreement or the Customer’s use of the Services.

5. TurnUp’s Obligations

5.1. TurnUp shall provide qualified staff and perform the Services to the best of its ability.

5.2. TurnUp aims to keep SaaS Services available 24/7 but does not guarantee uninterrupted or error-free operation. If downtime lasts more than one Business Day, a proportional discount on Compensation applies.

5.3. TurnUp is not liable for deficiencies of its Suppliers. The Customer authorizes TurnUp to accept third-party liability limitations on its behalf.

6. Confidentiality and Personal Data

6.1. Both Parties shall keep confidential any information designated as confidential or reasonably understood to be confidential.

6.2. Personal data processed in the course of the Services are subject to the Data Processing Agreement in Part 2 of this document and are always considered confidential information.

6.3. Use of Aggregated and/or Anonymised Data
TurnUp may use data that has been processed through technical measures and/or aggregation in such a way that it can no longer be traced back to an identified or identifiable natural person, for its own purposes. Such purposes may include: improving the performance of the platform, developing and training predictive models, and creating statistics and reports.
These processing activities do not fall under the provisions of the GDPR relating to personal data, as the data is no longer attributable to an individual.

7. Intellectual Property

7.1. The Customer remains the owner of all its data. TurnUp (or its Suppliers) retains all rights to its Services, including software, documentation, and know-how. The Customer receives only a non-transferable, non-exclusive right of use for the Agreement’s duration.

7.2. This usage right covers only the agreed number and type of users. Unauthorized use entitles TurnUp to retroactively charge fees and claim damages.

7.3. Unauthorized use of additional licenses and sanctions

  • Customer must register and pay for the correct number of users/chairs.

  • TurnUp may audit license use (via logs, audits, reports).

  • Unregistered users/chairs trigger retroactive billing at the list price, plus €250 admin fee per violation and penalties (minimum €5,000 or twice the list price per user/chair for repeated violations).

  • Failure to pay corrective invoices may result in suspension or termination.

7.4. Source code remains TurnUp’s property, but escrow may be arranged under strict conditions (e.g., bankruptcy).

7bis. Protection Against Unauthorized Use and Copying

7bis.1 Prohibition on Copying and Derivative Works
The Client, as well as its employees, subcontractors, consultants, or any other person or entity gaining access to TurnUp’s Services or Software through the Client, undertakes not to copy, reproduce, modify, translate, reverse engineer, decompile, disassemble, redevelop, or create derivative works based on any part of the Software or Services, nor to permit any third party to do so, except with the express prior written consent of TurnUp.

7bis.2 Responsibility for Third Parties
The Client shall be fully liable for any act or omission of its employees, consultants, or any other persons or entities who gain access to the Services through the Client, as if such acts or omissions were its own.

7bis.3 Liability and Compensation
In the event of a (suspected) breach of this Article, the Client shall be liable to TurnUp for all direct and indirect damages, including but not limited to loss of profit, reputational damage, costs of technical and legal assistance, investigation costs, and any other consequential damages.

7bis.4 Contractual Penalty
Without prejudice to TurnUp’s right to claim additional damages, the Client shall owe an immediately payable contractual penalty of €25,000 (twenty-five thousand euros) per breach of this Article, increased by €2,500 for each day the infringement continues.

7bis.5 Audit and Investigation Rights
TurnUp reserves the right, upon prior notice, to conduct an audit at the Client’s premises or those of the relevant personnel to verify compliance with these provisions. The Client shall provide full cooperation and grant the necessary access to relevant systems, documents, and log files.

7bis.6 Retention and Duty to Cooperate
The Client undertakes to retain all relevant data, log files, and communications related to the use of the Services for at least twelve (12) months following termination of the Agreement and to make such information available to TurnUp upon request.

7bis.7 Survival of Obligations
The provisions of this Article shall remain in full force and effect after termination or expiration of the Agreement, regardless of the reason thereof.

8. Liability

8.1. TurnUp is not liable for damages from temporary unavailability or interruptions.

8.2. TurnUp is only liable for direct damages, limited to Compensation invoiced in the six (6) months before the incident, capped at €20,000. Indirect damages (e.g., loss of profit, customers, or goodwill) are excluded.

8.3. Claims must be submitted within thirty (30) days of discovery.

8.4. Liability exclusions do not apply to damages caused by intent or gross negligence.

9. Termination

9.1. Either Party may terminate the Agreement with immediate effect in case of suspension of payment, bankruptcy, or dissolution of the other Party.

9.2. Provisions intended to survive termination (including Articles 7, 8, and 9) remain in force.

10. Billing and Payment Terms

10.1. Proof of Concept (POC)
30% of the agreed price is invoiced as a deposit; the remaining 70% is due at the POC start date.

10.2. Start of Billing Period
A one-time startup fee is charged upon account activation. Subscription billing starts on the invoice date.

10.3. Additional Users and Licenses

  • Additional users are automatically billed at the current list price.

  • Unauthorized use is retroactively billed (per Article 7.3.3).

10.4. Discount Policy
Discounts (e.g., early bird) apply only during the initial subscription term. Renewals are billed at the standard rate.

11. Synchronization and Third-Party Dependency

11.1. Synchronization depends on the Customer’s IT partners; TurnUp is not responsible for their infrastructure.

11.2. TurnUp does not guarantee continuous flawless synchronization. Failures or third-party changes may cause disruptions.

11.3. If synchronization fails, manual use remains possible; TurnUp is not obliged to restore or guarantee automated sync.

11.4. TurnUp is not liable for losses resulting from sync failures. The Customer indemnifies TurnUp against claims linked to its IT partners’ actions or omissions.

12. Final Provisions

12.1. TurnUp may amend these Terms. Changes are announced at least one month before taking effect.

12.2. By accepting these Terms, the Customer accepts them also on behalf of all affiliated users within its organization or group companies.

12.3. TurnUp may assign or subcontract its rights and obligations under any Agreement.

12.4. All disputes shall be exclusively submitted to the competent court of Oudenaarde, Belgium.