Terms of Service

Last Updated on December 2, 2025.

These are the Terms of Service of:

Treehatch bv, a private limited company incorporated under Belgian law with its registered office at Vossenberg 72, 2431 Laakdal (Belgium), registered under VAT number BE 0788.609.406 and registered with the Register for legal entities of Antwerp, division Turnhout.

Hereinafter referred to as “Us”, “Our”, “We” and “TREEHATCH”.

1. Important Terms

In these Terms of Service, the following concepts shall have the meaning described in this article (when written with a capital letter).

Agreement	The agreement regarding the Services which is concluded between the Parties when the Customer accepts the present Terms of Service, either in writing or electronically, and which governs the commercial relationship between Parties. The Agreement includes the DPA which is attached as an annex to these Terms of Service.
Communication	Any non-commercial communication concerning the Services by TREEHATCH to the Customer (and, where appropriate, to its related Users) via its website, email, messages in the Tool and/or via any other appropriate means of communication;
Contributions	Any content or material created, submitted, posted or displayed by a User in the Tool.
Customer	Any natural or legal person who has entered into an Agreement with TREEHATCH.
Customer Account	The unique environment established for a Customer to enable its Users to access and use the Tool. It has its own configuration and includes all User Accounts associated with it, along with all Customer Account Data stored in them.
Customer Account Data	Any data (information, files, records, or any other digital content), both personal and non-personal, which is entered and/or uploaded directly into the Customer Account by the Customer and its User(s) when using the Services, excluding data directly related to the Customer itself or its Users. Customer Account Data includes flora entities, zones or collections, and contributions to entities.
Customer Account Information	Any information about the Customer Account, the Customer, and the associated User(s) and User Account(s) which TREEHATCH collects, manages and stores in the context of its Services, including, but not limited to: general business details, billing and payment data, subscription specifics, marketing preferences, log records, etc.
Documentation	Any documentation, tutorials or other materials regarding the Services provided by TREEHATCH, available in the Tool and on the Website.
DPA	TREEHATCH’s data processing agreement as available here.
Free User Account	A free version of the Tool which allows the Customer and its User to use the Services (with certain limitations) free of charge.
Onboarding Services	The optional services offered and performed by TREEHATCH personnel with respect to the preparation and implementation of the Customer Account for the purpose of the proper and effective use of the Subscription, i.e. plant data migration.
Package(s)	The different paying packages with respect to the Subscription which TREEHATCH offers and which the Customer can choose from. A non-exhaustive overview of the functionalities included in each Package can be found on the Website.
Party	Any party to the Agreement, either TREEHATCH or the Customer. TREEHATCH and the Customer are collectively referred to as the Parties.
Personal Customer Account Data	Any Customer Account Data regarded as 'personal data' within the meaning of the Privacy Legislation.
Personal Customer Account Information	Any Customer Account Information related to the Customer and its Users regarded as 'personal data' within the meaning of the Privacy Legislation.
Privacy Legislation	Jointly refers to (i) the General Data Protection Regulation of 27 April 2016 (‘the Regulation of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data or ‘GDPR’) and (ii) all Belgian laws regarding the implementation of the GDPR.
Privacy Statement	TREEHATCH's privacy statement as available here.
Renewal Date	The date, after expiry of the previous Term, on which the Subscription is automatically renewed for an additional Term.
Services	The services provided by TREEHATCH to the Customer in the context of the Agreement, including in particular the Subscription and, where appropriate Onboarding Services or support. The sale of physical products is not included in the Services.
Subscription	The license with regard to the Tool and all associated rights of use provided by TREEHATCH to the Customer and its related Users as stipulated in these Terms of Service, which is granted for a specified Term.
Subscription Fee	The recurring amount paid by the Customer for the Subscription, based mainly on the Package selected, the number of User Accounts and the Customer Account Data limits.
Term	The initial or renewed term – i.e. a month, year, 3 years, 5 years – during which the Customer and its related Users are granted the Subscription.
Tool	The Plantsoon (SaaS) web and mobile application, as developed, maintained and owned by TREEHATCH. A non-exhaustive overview of the functionalities of the Tool can be found on the Website. The name "Plantsoon'' is registered and protected as European trademarks with the European Union Intellectual Property Office (EUIPO), with trademark registration number 018752696.
User	Any natural person who is authorized by the Customer to access and use the Tool through a User Account and who is also individually bound by the terms of use and other relevant provisions included in these Terms of Service.
User Account	An individual user account on the Tool, authorized by a Customer, which can be accessed by a User through their unique and personal login.
Visitor	Any person who can access and save Customer Account Data made public by the Customer and/or save their personal Contributions.
Website	TREEHATCH’s official website regarding its Services which is available via www.plantsoon.com and every other TREEHATCH website intended for the different countries in which TREEHATCH operates.

2. The Agreement

2.1 Background

TREEHATCH offers a software tool (Plantsoon) which allows Customer’ Users to add and manage Entities. Entities include, but are not limited to, Flora (i.e. a digital record for a plant), Zones, and Collections (Zones and Collections are groupings of Flora), and Labels (i.e., a digital twin for a physical plant label). Users can make Contributions. Examples of such contributions include, but are not limited, to a description of an entity, external links to third-party websites, photos, location information, features, inventory status and more. Each entity is associated with a unique identifier such as a QR code, URL and/or GPS coordinates.

The Customer can decide whether the unique identifier is accessible externally by Visitors or only visible to the Users. Contributions on the public-facing side are viewable by Visitors via the unique identifier of an entity or through an optional public visit page.

The Tool is available both as a web and mobile application.

2.2 Conclusion of the Agreement

When ordering the Services, either via the Website or in any other manner – including registration for a free Customer Account – the (potential) Customer will always be asked to accept TREEHATCH’s Terms of Service and DPA. The Customer enters into an Agreement with TREEHATCH upon acceptance of the Terms of Service and DPA. Both the Terms of Service and DPA will be made available in the Customer Account.

The Customer expressly acknowledges that the acceptance of the Terms of Service by electronic means gives rise to a valid Agreement. Within the limits of what is permitted by law, TREEHATCH can make use of all electronic files available to prove the existence of the Agreement.

Anyone who enters into this Agreement on behalf of a legal entity represents and warrants that they have the legal authority to bind such entity to these Terms of Service.

Please note that for Visitors the Visitor’s License Agreement applies. They fall outside the scope of these Terms of Service.

At all times, TREEHATCH shall be entitled to request additional information about the signatory and about the (potential) Customer. TREEHATCH shall be entitled to cancel the Agreement or suspend the performance of the Services in case of (i) doubts regarding the identity of the signatory, (ii) doubts regarding the creditworthiness of the (potential) Customer and (iii) indications that the (potential) Customer intends to resell the Services without the explicit permission of TREEHATCH. Such a cancellation of the Agreement or suspension of the execution of the Agreement will never entitle the other party to receive any form of compensation or damages.

2.3 Order and delivery

Order

A Subscription can be ordered through the Website by clicking on the appropriate button on the condition that the Customer provides at least the following information:

• - Name
• - E-mail
• - Company or project name
• - Location

An Agreement shall only become effective following an electronic confirmation of the order or upon the moment TREEHATCH makes the Services available to the Customer.

Delivery

Following the conclusion of the Agreement, the Customer shall be granted access to the Tool. Providing the Customer with a User Account is considered to be a delivery of the Subscription.

Upon delivery of the Subscription, the Customer is obliged to carry out an initial verification to determine whether the delivered Subscription conforms to its order. This includes, among other things, the functionalities included in the selected Package and the number of User Accounts.

The Customer is obliged to inform TREEHATCH within 48 hours following delivery of any non-conformity. If no complaints are made within 48 hours, the Customer is deemed to have approved and accepted the delivery.

2.4 No Right of Withdrawal for consumers

Pursuant to the articles VI.47-VI.53 of the Belgian Code of Economic Law, every consumer (i.e. any natural person who is acting for purposes which are outside his trade, business, craft or profession) has a right of withdrawal during 14 days with regard to products and/or services purchased through the Internet, by email or phone.

However, article VI.53,13° Belgian Code of Economic Law provides an exception for the delivery of digital content (such as Treehatch's Services) if the performance of the delivery began immediately. By accepting these Terms of Service, the Customer-consumer agrees in advance that the start of the performance of the Services occurs during the withdrawal period and acknowledges that he thereby forfeits his right of withdrawal.

2.5 Scope

The commercial relationship between the Parties shall solely be governed by these Terms of Service. This Agreement replaces and supersedes any previous agreements that may have existed between the Parties regarding the Services.

These Terms of Service always take precedence over any terms and conditions of the Customer.

2.6 Changes to the Agreement

TREEHATCH reserves the right to change its Terms of Service, its prices and its Services at any time in the future. TREEHATCH undertakes to notify the Customer of these changes via a Communication.

- Non-substantial changes will take effect as soon as the Customer is informed of them.

- Substantial changes will only take effect after the expiry of a reasonable period of time, as communicated by TREEHATCH to the Customer.

Only in the event of substantial changes to the Agreement (e.g. a price increase, see Article 4.3) does the Customer have the opportunity to express objections and - if no fair solution can be found - to terminate the Agreement (see Article 9.1).

3. Free user account

Each Customer will be given the opportunity to try out the Tool free of charge through a free User Account. The period of time during which the Customer has access to this free User Account is determined at the sole discretion of TREEHATCH. TREEHATCH reserves the right to close any free User Account at any time and to permanently delete all data entered into the User Account by the Customer.

Regardless of the fact that the Customer using a free User Account is not a paying Customer (yet), the free User must equally comply with all applicable terms of use and other relevant provisions in these Terms of Service, specifically articles 5 (Terms of Use), 7 (Intellectual Property), 10 (Liability), 11 (Personal Data and Privacy) and 12 (Confidentiality).

4. Price

4.1 Commercial Offers

Any promotions, commercial offers, discounts and announcements of TREEHATCH communicated via the Website, via e-mail or in any other form (including, but not limited to catalogs, brochures, newsletters, folders and other publicity announcements), are entirely non-binding, and may only be regarded by the (potential) Customer as an invitation to order the Services, unless explicitly specified otherwise.

Any commercial discounts on the standard prices which are granted orally (e.g. by telephone) must be confirmed in writing (e.g. on the corresponding invoice) to be valid.

The (potential) Customer acknowledges that discounts shall only be applicable in accordance with the guidelines and conditions expressly stated in this regard. Such discounts are deemed to be granted on a one-off basis for the initial Term or the specified duration and shall thus not automatically apply to subsequent (similar) orders. Any other practice to the contrary shall be regarded as a commercial gesture and shall only apply as long as it is not revoked by TREEHATCH. The (potential) Customer acknowledges that discounts (as well as any other promotional gifts) cannot be accumulated, are personal by nature and can never give rise to acquired rights.

4.2 Prices

General

All prices are presented exclusive of VAT and/or other taxes and (local) charges. All prices are presented in USD or EUR (depending on the Customer’s location) and should also be paid in USD or EUR.

Subscription

The Subscription Fee is based on the following parameters:

• - The Package selected;
• - The number of User Accounts;
• - The Customer Account Data limits.

Additional information regarding the pricing of the Subscription can be found on the Website and in the Tool.

Onboarding Services

The Onboarding Services are offered by TREEHATCH at a fixed one-off fee. Additional information regarding the pricing of the Onboarding Services will be provided on request.

Bridges/API

If the Customer wishes to use an Application Programming Interface (API) to get access to the Tool, the Customer shall contact TREEHATCH via hello@plantsoon.com with details of the requested implementation. The bridges/API accepted by TREEHATCH and the associated price for realizing the use of the Tool will be stated in a quotation.

For new bridges/API, the prior written approval of TREEHATCH is always required and, if necessary, a separate price applies. Changes to bridges/APIs are always subject to a charge, except when they are the result of a change to the Tool. The intellectual property rights relating to the bridges/API belong to Treehatch bv to the extent legally permitted.

4.3 Price changes

General

Under no circumstances does TREEHATCH guarantee that it will maintain the prices for any of its Services. TREEHATCH may at any time adjust the prices of one or more of its Services.

In the event of an increase of its prices affecting existing Customers, TREEHATCH undertakes to notify its Customers through a Communication at least one (1) month prior to the date the Customer’s renewal is set to take place.

Subscription Fee

Without prejudice to the provisions on indexation below, an increase of a Customer’s Subscription fee which takes effect during the current Term is considered to be a substantial change to the Agreement. Consequently, the Customer shall be given the possibility to terminate the Agreement. Such notice of termination should be done in writing to TREEHATCH before the entry into force of the new Subscription fees. The continued use of the Tool by the Customer after the effective date shall constitute the acceptance of the revised prices.

Indexation

In so far as the prices of the Services are based on the then prevailing wage costs, costs of components/parts, social security contributions and government levies, insurance premiums, costs of materials, exchange rates and/or other costs, TREEHATCH shall, in the event of an increase of one or more of these price factors, be entitled to index its prices accordingly in accordance with the legally permitted standards (for Subscription Fees: even during the current Term). An indexation cannot be considered a substantial change to the Agreement.

4.4 Upgrades & Downgrades

Upgrades

The Customer is free to (i) switch to a higher Package and to (ii) increase the number of User Accounts (hereafter jointly referred to as the “Upgrade(s)”). These Upgrades can be done at any time during the Term.

Any Upgrades requested by the Customer shall be activated immediately.

An additional fee shall be charged on a pro rata basis taking into account the remainder of the current Term during which the Customer will be able to use the Upgrade.

Downgrades

The Customer is free to (i) switch to a lower Package and to (ii) reduce the number of User Accounts (hereafter jointly referred to as the “Downgrade(s)”).

Such notice needs to be given at the latest fifteen (15) days before the Renewal Date. If the Downgrade notification is made too late, TREEHATCH is entitled to invoice the Customer for the relevant Package, User Accounts, and Customer Account Data limits for the entire following Term, even if the Customer no longer uses them.

Any Downgrades shall only be implemented as from the (yearly) Renewal Date. Consequently, the Customer is not entitled to any reimbursement for any non-usage of certain Package features, User Accounts or Customer Account Data limits during the current Term.

5. Terms of Use

5.1 License (Right of Use)

TREEHATCH grants the Customer a non-exclusive, non-transferable, non-assignable, worldwide limited right to use the Tool, including any (future) updates of the Tool, solely for its own operations.

The Customer represents and warrants in any case that (i) all submitted (registration) information is complete, truthful and accurate and (ii) it will maintain the accuracy of such information.

Any other use or exploitation not explicitly granted to the Customer shall not be allowed without written consent from TREEHATCH.

For as long as this Agreement remains in effect, the Customer can make use of the Tool within the scope of the rights granted at the time of the conclusion of the Agreement. The scope of the rights granted can be limited or extended during the lifetime of the Agreement.

The Customer can, within the limits of the software license granted by TREEHATCH, grant an agreed number of Users a right of access and use. These Users can access and use the Tool, within the Customer’s Account, under the Customer’s responsibility.

By analogy, the obligations under these Terms of Service apply to Users who gain access to the Tool, via the Customer. The Customer commits to clearly inform all its related Users about their obligations and the terms of use of the Tool.

The Customer shall not authorize access to or permit use of the Tool by persons other than the agreed Users. The Customer is responsible for the actions, conduct, operation and all other actions relating to the Tool, by its employees, officers, directors and any third parties it intentionally or unintentionally, gives direct or indirect access to the Tool.

In case of lack of compliance with the Agreement, TREEHATCH can take measures against the Customer as well as against its related Users.

5.2 User Account Registration

The Customer shall be able to access and use the Tool through a User Account and, where appropriate, the additional User Accounts. The Customer shall be solely responsible for every use and activity of the User Accounts.

Each User Account belongs to one person only and may therefore not be shared with other persons. Every User is advised to create a unique password, to change it frequently and/or to use two-factor authentication.

The Customer shall be solely responsible for the protection and security of the User Accounts. In this context, all Users must ensure the confidentiality of their respective User Account, including the confidentiality of the login-data such as the password. Consequently, they may not even disclose their logindata to TREEHATCH (for example, when seeking assistance from TREEHATCH, see Article 13).

Any damage resulting from the careless handling of these login details by the Customer or any of its Users is the sole responsibility of the Customer and can in no way incur the liability of TREEHATCH.

The Customer must immediately report to TREEHATCH any (suspected) breach of the confidentiality of one or more User Accounts as well as any controversial registration so that appropriate measures can be taken.

5.3 Restrictions

The rights granted under the Agreement are subject to restrictions. The Customer commits to use the Tool for its own purposes solely and in compliance with all applicable laws, rules and regulations issued by governing authorities.

Customer commits not to use the Tool to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous, or defamatory, nor to perform any activity which breaches the (intellectual property) rights of TREEHATCH or any third party.

Customer agrees that compliance with this article is an essential basis of the Agreement.

Customer agrees not to misuse the Tool and to abide by the restrictions imposed. Without this list being exhaustive, Customer undertakes not to:

• - (Re)sell, assign, distribute, (sub-) license, rent, lease, lend out, distribute or in any other way transfer any rights to the Tool granted under this Agreement, without the prior written consent of TREEHATCH, or include any services or any derivative works thereof in a service bureau or outsourcing offering to any third party.
• - Copy, modify, adapt, alter, translate or make derivative works based upon the Tool;
• - Engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of the Tool;
• - Use the Tool for illegal or unlawful purposes or for the transmission of data which is illegal, defamatory, invasive of another's privacy, abusive, threatening, harmful or infringes on someone's intellectual property;
• - Use the Tool to conduct or promote any illegal activities;
• - Use the Tool for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of emails;
• - Use the Tool to stalk, harass or harm another individual;
• - Disturb the good operation of the Tool and/or Website. This includes that Customers should refrain from sending, processing or storing material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs which may infringe the Services and interests of TREEHATCH and its Customers. Customers should also refrain from uploading any content that may burden or disturb the infrastructure of the Tool and its proper functioning;
• - Add content and/or Contributions to the Tool that can be considered inappropriate or unlawful because of its illegal, unlawful, harmful, abusive, misleading, threatening, obscene, pornographic, offensive or racist nature and/or more generally because it is in conflict with the public morality or the public order;
• - Circumvent the business model of TREEHATCH;
• - Use the Tool – partly or integrally – in any manner that may give a false or misleading impression, attribution, or statement as to TREEHATCH or any third party.
• - Ask for the credentials of other Users and/or log into someone else’s User Account;
• - Use the Tool in a fraudulent manner (e.g. the use of a false User Account and/or providing false user information is considered as fraudulent use);
• - Pretend to be another (legal or natural) person when using the Tool without the necessary permission.
• - Use the Tool in a manner which is significantly higher than the use by an average Customer and which may be harmful to the network or which might cause a system overload.
• - For US Customers: Use the Tool in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform TREEHATCH in writing of such use.

5.4 Remedies

TREEHATCH can take all necessary and reasonable measures when the Customer or any related User acts in violation of the Agreement, the applicable law, the rights of third parties or the generally accepted rules of conduct of the Internet. TREEHATCH preserves a large margin of appreciation to sanction a violation, in proportion to the violation. TREEHATCH can temporarily suspend or permanently deny access to the Tool. TREEHATCH may charge Customer for any costs incurred by it as a result of Customer's failure to comply with the terms of use.

TREEHATCH has the right, in its sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Tool; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice.

When acquired by the situation, the above mentioned measures can be taken without prior warning. The Customer does not have the right to ask reimbursements or damages for measures taken.

If the Customer considers that the measures taken are disproportionate or unfounded, the Customer must bring this to the notice of TREEHATCH within fifteen (15) calendar days after the measure has been taken. TREEHATCH will take these arguments into account without being under any obligation to undo the measures taken.

5.5 System requirements

Use of and access to the Tool by the Customer presupposes an Internet connection and the use of a modern web browser. If an outdated web browser is used, the Customer may not be able to use all functionalities of the Tool or these functionalities may not operate optimally.

The Customer is responsible for the appropriate and adequate security of the equipment and the IT environment under its responsibility.

6. Invoicing & Payment

6.1 Invoicing

The Customer expressly agrees to electronic invoicing by TREEHATCH, unless agreed otherwise in writing by Parties. All invoices under this Agreement will be sent to the electronic address provided by the Customer when ordering the Services. It’s the Customer's responsibility to keep its invoicing information up to date. The Customer is not discharged from its payment obligation and the consequences of late or nonpayment in case TREEHATCH prepares and sends an invoice using the Customer’s outdated invoicing information.

Subscription Fee

TREEHATCH invoices the Subscription Fee to its Customers with a monthly or yearly invoice.

The invoice will always be delivered to the Customer prior to the start of the relevant Term.

Upgrades

Upgrades which the Customer orders during the Term will be invoiced to the Customer immediately after the order is placed by the Customer.

Services

The one-off fee for Services will be invoiced by TREEHATCH immediately after the order is placed by the Customer.

6.2 Payment

Unless expressly agreed otherwise, all TREEHATCH invoices are automatically collected by TREEHATCH in full via credit card, ACH Transfer or wire transfer.

For the processing of its payments, TREEHATCH makes use of the services of external professional and specialized partners who operate a payment platform. The online payments are built with the aid of secure protocols. All online payments are subject to the general terms and conditions of the external payment platform, who has exclusive responsibility for the correct processing of all online payments.

The financial data of the Customer that is entered as part of an online payment is only exchanged between the external partner and the financial institutions concerned. TREEHATCH has no access to the confidential financial data of the Customer.

Invoices may only be legitimately disputed by the Customer via email (hello@plantsoon.com) within seven (7) calendar days after the invoice date, stating the invoice date, the invoice number and detailed reasons. Such a dispute does not discharge the Customer from its obligation to pay.

The unconditional payment by the Customer of the invoice amount is considered explicit acceptance of the invoice.

Partial payments by the Customer are always accepted subject to change and without any prejudice, and first allocated to the collection costs, next to the damages, the interest due and, finally, to the principal sum, with preference given to allocation to the oldest outstanding principal sum.

6.3 Consequences of non- or late payment

For each invoice that has not been paid in full or in part by the Customer on the due date, the latter is liable to pay – by operation of law and without prior notice of default – late payment interest of 1% per month in arrears, whereby a month that has already started is to be considered as fully completed, while the amount due will be increased with all collection costs paid by TREEHATCH in connection with the collection of the debt, plus 10% of the invoice amount, with a minimum of 100 euro or dollar by way of lump sum damages, without prejudice to TREEHATCH’s right to claim higher compensation.

If the Customer fails to pay one or more invoices, TREEHATCH has the right to temporarily suspend the access to the Services until it has received actual and full payment from the Customer. However, the temporary suspension of access to the Services does not affect the continuation of the Term. Moreover, TREEHATCH may unilaterally terminate the Agreement if the Customer fails to pay or is repeatedly late in paying.

Late payment or non-payment will result in all other invoices of TREEHATCH to the Customer immediately becoming due and payable, even if they have not yet fallen due, and all permitted payment conditions will cease to apply. The same applies in the event of an imminent bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact showing that the Customer is insolvent.

7. Intellectual Property

7.1 TREEHATCH’s intellectual property rights

The Customer explicitly acknowledges that TREEHATCH is and remains the sole owner of the Tool (and developed bridges/API) and/or other intellectual property rights relating thereto. All such rights and goodwill are, and shall remain, vested with TREEHATCH.

Consequently, the license granted to the Customer under this Agreement (see Article 5.2) solely implies the right to use – free or at a charge – the Tool. No implied licenses shall be granted under this Agreement.

Under no circumstances does such license:

• - Entail a transfer of ownership of the Tool by TREEHATCH to the Customer;
• - Grant the Customer any rights to the Tool, nor to any trade names and/or or trademarks of TREEHATCH, and
• - Grant the Customer the right to request TREEHATCH to deliver a copy of any software or other products utilized by TREEHATCH to provide the Services.

The Customer shall thus not use any trademark, trade name, or brand name of TREEHATCH (such as but not limited to the use thereof in metatags, keywords or hidden text), without the explicit written approval from TREEHATCH.

Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of TREEHATCH, the Customer shall not perform or authorize any third party to perform any act which would or might invalidate or be inconsistent with any intellectual property rights of TREEHATCH – including without being limited to any patent, copyright, registered design, trademark or other industrial or intellectual property rights – and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect.

The Customer undertakes to notify TREEHATCH of any actual, threatened or suspected infringement of any intellectual property rights of TREEHATCH which comes to the Customer’s notice, and of any claim by any third party due to use of the Services.

7.2 Documentation

Subject to these Terms of Service, TREEHATCH hereby grants to the Customer a non-exclusive, nontransferable license during the Term (see Article 8) to reproduce copies of the Documentation solely for use by the Customer in connection to his license (see Art. 5.2).

Customer acknowledges that:

• - No right is granted to publish, modify, adapt, translate or create derivative works of the Documentation.
• - The Documentation is part of TREEHATCH's intellectual property and hereby agrees to accurately reproduce all proprietary notices, including any copyright notices, trademark notices or confidentiality notices, that are contained within any copies of the Documentation.

7.3 References

Without conveying any right, title or interest, the Customer agrees that TREEHATCH is allowed to make accurate informational references to Customer’s logo’s, trade names, trademarks or service marks in connection with TREEHATCH’s performance of the Services, e.g. on the Website, free of charge.

TREEHATCH shall, within a reasonable time, cease any use of any of Customer’s marks in connection with the performance of the Services upon (i) termination of the Agreement or (ii) receipt of notice from the Customer to discontinue such use.

7.4 Intellectual property rights of the User/Customers

By posting Contributions to the Tool, the Customer’ Users grant automatically, and the Users represent and warrant that they have the right to grant, to TREEHATCH an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, a User’s image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed

The User waives all moral rights in their Contributions, and warrants that moral rights have not otherwise been asserted in their Contributions.

TREEHATCH do not assert any ownership over the Contributions. The Customer or its Users retain full ownership of all of their Contributions and any intellectual property rights or other proprietary rights associated with their Contributions.

TREEHATCH is not liable for any statements or representations in the Contribution. The Customer is solely responsible for the Contributions and expressly agrees to exonerate TREEHATCH from any and all responsibility and to refrain from any legal action against TREEHATCH regarding the Contributions.

8. Duration

Every Subscription shall have a renewable Term of one month or one (of more) year(s).

A new Term equal in duration to the previous (initial or renewed) Term of one month or year shall automatically start if the Agreement is not terminated by the Customer by the latest fifteen (15) calendar days before the Renewal Date, which entitles TREEHATCH to invoice the Customer for the renewed Term.

In the case of renewal of the Agreement, the applicable price is always based on the state of the Customer Account immediately prior to the Renewal Date (disregarding any price increases, see Article 4.3). This means any Upgrades during the previous Term will continue to apply during the new Term. Similarly, timely Downgrades are taken into account.

9. Termination

9.1 Termination by the Customer

The Customer may terminate the Subscription.

(i) At any time and for any reason, as long as such termination takes place at least fifteen (15) calendar days before the Renewal Date.

Every termination of the Subscription by the Customer less than 15 calendar days before expiration of the Term shall be without object since the Agreement shall automatically be renewed (see Article 8). Consequently, the Customer shall be obliged to pay the invoice for the renewed Term, even if the Customer has no intention to continue its use of the Services.

(ii) In the event the Customer cannot agree with a substantial change to the Agreement and such termination takes place within 30 calendar days after being notified thereof by TREEHATCH.

Substantial changes to the Agreement include:

• - A substantial change of these Terms of Service by TREEHATCH (see Article 2.6);
• - A price increase substantially affecting the Customer (see Article 4.3);
• - A change in the offer of the Services which entails a significant disadvantage for the Customer (see Article 16).

Under no circumstances does termination entitle the Customer to claim any sort of damages or compensation from TREEHATCH.

9.2 Termination by TREEHATCH

Without prejudice to any other right or remedy TREEHATCH may have against the Customer, TREEHATCH can terminate the Agreement at any time and without legal intervention in the event of exceptional circumstances which make it impossible to continue any professional cooperation between TREEHATCH and the Customer.

The Customer agrees that the following circumstances should be considered as exceptional circumstances:

(i) If TREEHATCH detects or has substantial reasons to assume that:

• - The Customer materially breaches any of the provisions of these Terms of Service (especially if the Customer contravenes the restrictions set out in Article 5.3).
Insofar as this is still deemed useful, TREEHATCH will first inform the Customer of the infringement and ask the Customer (i) to rectify the situation as well as (ii) to refrain from such a breach and, if possible, (iii) prevent such a breach or breaches from occurring in the future.
• - The Customer uses the Services for unauthorized, illegal and/or inappropriate purposes;
• - The Agreement with the Customer is based on incorrect or false information of the Customer;
• - The Customer ordered the Services for reasons that cannot be considered as objectively reasonable and acceptable.

(ii) If the Customer ceases its payments, files a declaration for bankruptcy, is declared bankrupt, enters into a liquidation or similar proceedings or is liquidated;

(iii) If the Customer commits an act of dishonesty, disloyalty or fraud with respect to TREEHATCH;

In the event of such termination by TREEHATCH, notified by email, the Agreement will be automatically terminated without a period of notice or compensation and without prejudice to TREEHATCH’s right to claim from the Customer an additional compensation. TREEHATCH is entitled to refuse any request from the Customer to enter into a (new) Agreement with regard to the use of the Services.

9.3 Consequences of termination

Upon termination of the Subscription:

By the Customer:

• TREEHATCH undertakes to deactivate the Customer Account as soon as reasonably possible after the end of the Subscription. TREEHATCH shall use its best efforts to inform the Customer of the deactivation of the Customer Account in advance.
• The Customer is recommended to export the Customer Account Data before the Subscription ends by using the available export tools. Any export after the Subscription has ended can only be done for a limited period of time (see the DPA) and with the assistance of TREEHATCH, whereby TREEHATCH can charge costs for the efforts made.

By TREEHATCH:

• TREEHATCH shall (i) in its sole discretion, determine a period of time within which it will deactivate the Customer Account and (ii) where appropriate, allow the Customer to export the Customer Account Data from the Customer Account.
• TREEHATCH tries to deliver the exported Customer Account Data as completely as possible, but cannot give any absolute guarantees in this respect.

Upon termination of the Agreement, each Party will return all confidential information and proprietary materials of the other Party (see Article 11).

If the Agreement is terminated for any other reason than gross misconduct on the part of TREEHATCH, the Customer is obligated to pay the amount for the remaining part of the current Term (and, where appropriate, for the following Term), even if the Customer no longer uses the Services. Any amounts already paid to TREEHATCH for the current and/or upcoming Term shall be kept by TREEHATCH and not returned.

The following articles shall survive and continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this Agreement for whatsoever reason: Articles 7 (Intellectual Property), 10 (Liability), 11 (Personal Data and Privacy) and 12 (Confidentiality).

10. Liability

TREEHATCH’s liability shall be limited to the invoice value of the latest invoice related to the Services, TREEHATCH’s liability shall in any case be limited to the liability mandatory under Belgian law.

The Customer accepts that it must always notify TREEHATCH in the shortest possible time of any damage it has suffered as a result of using the Services. Any aggravation of the damage as a result of the failure to give such prompt notice shall not be attributable to TREEHATCH.

Except as otherwise expressly represented or warranted in these Terms of Service and to the maximum extent permitted by applicable law, the Services as well as the Documentation and any other products or services provided by TREEHATCH are provided on an “as is” basis. TREEHATCH thus disclaims any and all other promises, conditions, representations and warranties – whether express or implied – including but not limited to any implied warranties of fitness for particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.

For US Customers: The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if the interactions of the Customer would be subjected to such laws, the Customer may not use the Services.

Furthermore, TREEHATCH does not warrant that the Services will meet all of Customer’s requirements. Moreover the Customer has the possibility to (i) make use of a Free Customer Account (see Article 3.1) prior to becoming a paying Customer and (ii) request at all times further information from TREEHATCH in this respect.

Hence, the Customer declares to have been sufficiently informed about the content and the scope of the Services.

Without prejudice to the generality of the preceding section, TREEHATCH does not guarantee that: (i) the performance of the Tool will be uninterrupted or error-free nor that all errors and/or bugs will be corrected, (ii) the Tool will be constantly available, free of viruses, in time and complete, or (iii) the information provided by the Tool is complete, correct, accurate and non-misleading.

The intended use of the Tool by the Customer and its related Users is determined under their full responsibility and at their own risk. TREEHATCH cannot be held liable in any way for any direct or indirect damage resulting from this intended use. Therefore, the Customer and its related Users shall be solely responsible for any damage to their computer (programs), wireless devices and/or other equipment.

TREEHATCH shall neither be liable for:

• - Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill and damage to the property of the Customer due to the use of the Services). This limitation of liability also applies when TREEHATCH has been specifically informed of the potential loss by the Customer;
• - Defects that have been caused directly or indirectly by an act on behave of the Customer or a third party, irrespective of whether they are caused by an error or negligence;
• - Damage caused by using the Services for a different purpose than the purpose for which they have been developed or is intended by TREEHATCH;
• - Additional damage caused by continued use by the Customer and/or Users after a defect has been detected;
• - The loss or incorrect use of the Customer Account Data, unless this is solely due to TREEHATCH’s fault;
• - Damage caused by non-compliance with any advice and/or guidelines that may be given by TREEHATCH, which the latter always provides on a discretionary basis;
• - Damage caused by force majeure or hardship (see Article 17).

The Customer accepts that TREEHATCH does not offer any guarantee that, by using the Services, the Customer automatically complies with any specific laws, regulations, or industry standards. It is the sole responsibility of the Customer to verify that their use of the Services complies with all applicable laws, regulations, and standards relevant to their jurisdiction and industry. TREEHATCH expressly disclaims any liability for the Customer's failure to comply with applicable laws, regulations, or industry standards, and the Customer acknowledges that TREEHATCH shall not be held responsible for any legal consequences resulting from such non-compliance.

The Customer is deemed not to provide any (confidential) information nor any login data to any employee of TREEHATCH in whatever manner and for whatever reason. If the Customer, contrary to the above, does provide any of such data to TREEHATCH, the Customer acknowledges that it is acting entirely at its own risk. In such cases, TREEHATCH cannot guarantee the same security and confidentiality with respect to the information provided as it guarantees with respect to the Customer Account Data.

The Customer shall indemnify and/or hold harmless TREEHATCH and any of its officers, directors, partners, employees from and against all claims of whatever nature that might arise from the existence, implementation, non-compliance and/or termination of these Terms of Service and which have been caused by its own negligence, fault or carelessness or by any of its Users.

11. Personal Data and Privacy

11.1 TREEHATCH as data controller

TREEHATCH processes Personal Customer Account Information for a number of its own purposes (mainly to provide the Services, but e.g. also to send newsletters and other marketing communications), TREEHATCH acts as a ‘data controller’ within the meaning of the Privacy Legislation.

TREEHATCH’s Privacy Statement includes all relevant information about the way in which TREEHATCH handles Personal Customer Account Information in its capacity as a data controller (including: the purposes of data processing, the type(s) of personal data to be processed, the period for which they are retained, the recipients of the data, etc.). TREEHATCH’s Privacy Statement must be read together with TREEHATCH’s cookie policy.

By entering into an Agreement with TREEHATCH – including registration for a free user Account – the Customer is deemed to have read the Privacy Statement and to understand its content.

11.2 TREEHATCH as data processor

Subject to the exceptions provided for in Article 12.3, the Customer acknowledges that it shall act as ‘data controller’ and TREEHATCH as ‘data processor’ within the meaning of the Privacy Legislation for:

• - The processing of Personal Customer Account Data; and
• - The processing of certain personal data of its Users in so far as this personal data is entered into the Customer Account for the Customer’s purposes only and is merely processed by TREEHATCH on behalf of the Customer.

All arrangements made between Parties in this respect shall be solely governed by the DPA, which is attached to these Terms of Service as an annex and which is made available within each User Account. An overview of the specific personal data processed by TREEHATCH in its capacity as ‘data processor’ as well as of the security measures taken to secure such personal data can be found in the DPA.

By entering into an Agreement with TREEHATCH – including registration for a free User Account – the Customer acknowledges to have read and accepted the DPA.

12. Confidentiality

12.1 General

All information exchanged between Parties, either in writing or verbally, prior to entering into the Agreement as well as during the Agreement shall be considered confidential and be treated by each Party with the utmost secrecy, unless otherwise stated in these Terms of Service.

Confidential information includes, but is not limited to: all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications. For the Customer, this includes Personal Customer Account Data, but shall not include Personal Customer Account Information.

More specifically the recipient shall:

• - Solely use the confidential information for its own account and under the utmost secrecy;
• - Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than the (possible) cooperation between parties;
• - Not engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information;
• - Not derive any commercial benefit from the confidential information;
• - Not divulge, disclose or make the confidential information, of which it has knowledge, available to any third party, without the express written consent of the disclosing party;
• - Disclose such confidential Information only to those employees who need to know such information within the framework of the (possible) cooperation between parties, and the recipient certifies and warrants that these employees have previously agreed, as a condition to employment, to be bound by terms and conditions substantially similar to provisions applicable to the recipient under these Terms of Service.

The disclosing party shall remain at any moment the sole owner of its confidential information. Except as expressly set forth in Article 12.2 and 12.3, nothing in these Terms of Service shall grant to the recipient any rights to or interest in the confidential information.

This confidentiality obligation applies for as long as the Agreement between Parties continues to exist and for a period of five (5) years starting from the termination of the Agreement for any reason whatsoever.

12.2 Exceptions which apply to both Parties

The obligations, as determined in Article 12.1, are not applicable to the following information:

• - Information, which is publicly available, publicly spread and/or known by the general public at the time of its communication;
• - Information which is obtained in a lawful manner by the recipient on a non-confidential basis from any party other than the disclosing party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;
• - Information which disclosure/announcement is required by law or by a court or other government decision (of any kind). Where possible, the recipient shall, prior to any disclosure/announcement, discuss the scope and manner of such disclosure/announcement with the disclosing party.

12.3 Exceptions which apply to TREEHATCH

By way of derogation from the confidentiality obligation set out in Article 12.1, Customer explicitly grants to TREEHATCH a worldwide, perpetual, irrevocable, royalty-free license to:

• - Use and/or commercialize any idea, input, suggestion, enhancement request, recommendation, correction or other feedback received from the Customer, which may serve to improve and/or expand its Services.
• - Collect, use, and disclose quantitative data derived from the Customer’s use of the Tool (e.g. average number of invoices created, average number of entities added, average number of Users, etc.) for business purposes, including industry analysis, benchmarking, analytics, and marketing. All data disclosed will be in aggregate and de-identified form only and will not identify Customer, its Users or any third parties.
• - Use any anonymous and anonymised Customer Account Data (i.e. data which cannot be used to identify an individual) for research, training, educational, statistical and commercial purposes.

13. Third-party websites and content

The Tool may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). For example, in the Plantsoon portal, botanical names for plants are connected to a plant from World Flora Online, an open access flora database. Other information in the portal (e.g., family, kingdom) may be automatically inferred from that third party database and shown in the Customer’s entity.

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by TREEHATCH, and TREEHATCH is not responsible for any Third-Party Websites accessed through the Tool or any Third-Party Content posted on, available through, or installed from the Tool, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by TREEHATCH. If the Customer decides to leave the Tool and access the Third-Party Websites or to use or install any Third-Party Content, the Customer does so at its own risk, and should be aware these Terms of Service no longer governs. The Customer should review the applicable terms and policies, including privacy and data gathering practices, of any website to which the Customer navigates from the Tool or relating to any applications the Customer uses or install from the Tool.

Any purchases the Customers makes through Third-Party Websites will be through other websites and from other companies, and TREEHATCH takes no responsibility whatsoever in relation to such purchases which are exclusively between the Customer and the applicable third party. The Customer agrees and acknowledges that TREEHATCH does not endorse the products or services offered on Third-Party Websites and the Customer shall hold TREEHATCH blameless from any harm caused by its purchase of such products or services. Additionally, Customer shall hold TREEHATCH blameless from any losses sustained by the Customer or harm caused to the Customer relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

14. Availability, Regular Maintenance and Updates

In the event of problems with the availability of the Tool, TREEHATCH will make all reasonable efforts to solve such issue as soon as reasonably possible without giving any guarantee in terms of response and resolution times. In any case and where appropriate, TREEHATCH shall be free to determine what is to be considered an adequate solution or compensation for its Customers in this respect.

TREEHATCH wishes to keep the quality of the Services high by performing maintenance activities and implementing updates on a regular basis. TREEHATCH undertakes to minimize the impact of such maintenance activities and updates on the availability of the Tool, but does not exclude any downtime in this respect. In any case TREEHATCH undertakes its best effort to inform the Customer thereof in due time, unless this is impossible or not useful (e.g. in case of urgency).

Under no circumstances shall TREEHATCH be obliged to compensate the Customer due to a situation of unavailability.

15. Communications

All notices required to be given by TREEHATCH to the Customer under this Agreement shall be sufficient if done via a Communication using the Customer’s last known contact information (possibly provided when the Customer first registered). All Users are expected to keep their contact information up to date. TREEHATCH cannot be held responsible if a Customer has not received a particular Communication because the available contact information was no longer correct.

Any formal communication to TREEHATCH should be made via the contact addresses provided for this purpose in these Terms of Service.

16. Force Majeure / Hardship

TREEHATCH cannot be held liable for any failure to meet its obligations under the Agreement if this failure is due to force majeure or hardship.

Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the Agreement were reasonably unforeseeable and unavoidable, and which prevent TREEHATCH from performing the Agreement, or which would make the performance of the Agreement more difficult, financially or otherwise, than would normally be the case (including, but not limited, to: war, natural disasters, fire, seizure, epidemics and pandemics, delays with or bankruptcy of third parties engaged by TREEHATCH, shortage of staff, strikes, organizational circumstances, threat or acts of terrorism, interventions by public authorities, power interruptions and failures of or interruptions to any communications equipment, software or hardware).

The aforementioned situations entitle TREEHATCH to review and/or suspend the execution of the Agreement by simple written notice to the Customer, without being liable to pay compensation. TREEHATCH shall be entitled to terminate the Agreement if the situation of force majeure and/or hardship lasts longer than two (2) months.

17. Applicable law and jurisdiction

All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with Belgian law.

Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the courts where TREEHATCH has its registered office.

Parties are, however, committed to resolve disputes as much as possible in mutual consent.

18. Miscellaneous

The invalidity of one or more provisions of these Terms of Service or any part thereof shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In case of invalidity, parties shall negotiate to replace the invalid provision by an equivalent provision in accordance with the spirit of these Terms of Service. If Parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.

The (repeated) failure by TREEHATCH to exercise any of its rights may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of its rights.

TREEHATCH is entitled to assign or transfer this Agreement, in whole or in part, to any company in connection with the sale, transfer, merger, consolidation, or any other disposition of all or substantially all of its assets or business.