Terms of service

1. Definitions

1.1. The following words shall have the meaning given hereunder whenever they appear in this Agreement:

Authorized Users: refers to natural persons the Customer has authorized to access and use the Solution through a User Account. Access and use of the Solution by Authorized Users is subject to the conditions outlined in this Agreement.

Authorized Reseller: refers to a third-party legal entity authorized by Dime Software to distribute and sell the Solution to Customers.

Customer, you or your: refers to a natural person or legal entity who subscribes to Dime.Scheduler, whether directly through Dime Software or one of its Authorized Resellers.

Documentation: means all technical specifications and usage documentation relating to the Solution made available by Dime Software.

Input Data: refers to the data sourced from the Customer's ERP, CRM or other business systems that the Customer relies upon to create schedules using the Solution.

Party: refers to any party to the Agreement, either Dime Software or the Customer, as the context requires.

Parties: refers to Dime Software and the Customer collectively.

Subscription: refers to the right granted by Dime Software to the Customer and its Authorized Users to access and use the Solution pursuant to this Agreement for the duration of the Subscription Term.

Subscription Term: means the initial term of the Subscription and each subsequent monthly or annual renewed term (as applicable).

User Account: refers to an individual user account that enables an Authorized User to access the Solution using their unique login credentials.

1.2. Any words or expressions used in this Agreement not defined in Section 1.1 above shall have the respective meanings given to them in this Agreement.

1.3. If this Agreement is translated into other languages, the English version shall prevail.

2. Acceptance of Terms

2.1. You must be at least 18 years of age to subscribe to the Solution.

2.2. You may subscribe to the Solution either directly through Dime Software or through its Authorized Resellers. In either case, your access and use of the Solution will be bound by this Agreement. Please note that if you subscribe to the Solution through an Authorized Reseller, you may be subject to additional terms and conditions of such Authorized Reseller. Dime Software is not responsible for any Authorized Reseller’s terms and conditions.

2.3. If you enter into this Agreement on behalf of a legal entity, you represent and warrant that you have the authority to act on behalf of such legal entity, including the authority to bind it to this Agreement and all obligations arising from this Agreement.

2.4. Your access and use of the Solution is expressly conditioned on your acceptance of this Agreement. You expressly recognise that electronic acceptance of this Agreement shall be considered valid under the Belgian Code of Economic Law. You further acknowledge that such electronic acceptance shall be deemed to have the same binding effect as a handwritten signature, providing the same legal validity and enforceability. By proceeding to use the Solution, you represent that you have read, understood, and agreed to be bound by this Agreement.

3. The Solution

3.1. Description of the Solution

Dime Software BV is the developer and proprietor of the Solution, an online scheduling solution that intends to enhance the standard functionalities of ERP, CRM, and other Line of Business (LoB) systems with graphical scheduling capabilities.

3.2. Customer responsibility

The Customer acknowledges and agrees that it shall be solely responsible for all actions, conduct, operation, and all other activities related to the Solution undertaken by its Authorized Users and any third parties to whom it intentionally or unintentionally provides direct or indirect access. The Customer shall ensure that all its Authorized Users comply with the terms and conditions of this Agreement and any other applicable laws and regulations. The Customer shall be liable for any breach of this Agreement or any other wrongful act or omission in connection with the use of the Solution by its Authorized Users.

3.3. Uptime and maintenance

3.3.1. The Customer’s access and use of the Solution may be interrupted with or without prior notice for system maintenance, upgrades, testing, repairs, or other related work.

3.3.2. Dime Software does not provide any warranties or assurances regarding the minimum uptime of the Solution. In the event of any issues pertaining to the availability of the Solution, Dime Software will exercise its best efforts to rectify such issues in a timely and reasonable manner. However, Dime Software does not provide any guarantee in this regard.

3.3.3. Dime Software shall not be liable to indemnify the Customer for any loss, damage, costs, or expense that the Customer may suffer or incur due to such unavailability of the Solution. Dime Software is not obliged to offer any full or partial refunds.

3.4. Information disclaimer

Dime Software makes all reasonable efforts to ensure that the information provided on the Solution, including but not limited to any audio, video, and Documentation, is comprehensive, correct, and current. However, we are unable to offer any guarantees that all information relating to the Solution will be accurate, complete or current. Accordingly we expressly disclaim any direct or indirect damages, losses, or injuries incurred by the Customer due to the use of or reliance on such information.

UNLESS EXPRESSLY SPECIFIED OTHERWISE, DIME SOFTWARE’S RESPONSIBILITY IS LIMITED TO PROVIDING THE SOLUTION IN ACCORDANCE WITH THIS AGREEMENT.

4. Order placement, registration and access to the Solution

4.1.Orders

4.1.1. The Customer is encouraged to subscribe to the Solution by placing an order through an Authorized Reseller, who will subsequently submit the order to Dime Software on behalf of the Customer. If, for any reason, the Customer is unable to find or work with an Authorized Reseller, the Customer may subscribe to the Solution by directly contacting Dime Software and submitting a Subscription order. In either case, the Subscription will only commence after Dime Software has accepted the order and made the Solution available to the Customer in accordance with this Agreement.

4.1.2. Dime Software reserves the right to decline a Subscription order for any reason at its sole discretion and without incurring any liability. If we cannot accept your order, we will communicate it to you or your Authorized Reseller (as applicable).

4.2. Registration, access and security

4.2.1. Privacy

The Customer agrees to provide accurate, complete and current information when submitting the Subscription order. It is solely the Customer’s responsibility to notify Dime Software or its Authorized Reseller of any change in the Customer’s information after the order is submitted. Dime Software will not disclose any of Customer’s personal data to third parties without the consent of the Customer, and all personal data will be handled in accordance with this Agreement and our Privacy Policy. Please carefully review our Privacy Policy before subscribing to the Solution.

4.2.2. Access to the Solution

4.2.2.1. Subject to the Customer’s payment of the Subscription Fees (as specified in Section 5 below), Dime Software will make an instance of the Solution available either to the Customer's Authorized Reseller or to the Customer’s authorized representative, depending on the channel through which Dime Software received the order. This initial User Account will possess the requisite administrative rights to establish further User Accounts for the Customer's Authorized Users.

4.2.2.2. Upon receipt of access to the Solution, the Customer shall promptly conduct an initial verification that the delivered Subscription aligns with the specifications of the Customer's order. The Customer shall communicate any discrepancies, issues, or concerns arising from this initial verification directly to the Authorized Reseller, if applicable, or to Dime Software in the absence of an Authorized Reseller. All communication pertaining to this initial verification process shall be directed through the appropriate channels.

4.3. Account security

4.3.1. The Customer and its Authorized Users are responsible for maintaining the confidentiality of their respective User Account login credentials to prevent unauthorized access to their User Account.

4.3.2. The Customer and its Authorized Users are strictly prohibited from sharing their User Account login credentials with another person or allowing another person to use their User Account.

4.3.3. In the event of any security breach or suspicious activity, the Customer must immediately notify the Authorized Reseller or Dime Software of such security breach. The Customer hereby releases Dime Software, its founders, employees, contractors, and affiliates from any liability, claim, or action arising from or associated with any unauthorized access/use of the Customer’s User Account. The Customer understands that the decision to use the Solution is entirely at the Customer’s own risk.

4.3.4. Dime Software reserves the right to immediately suspend or terminate any User Account in accordance with the provisions of this Agreement.

5.Subscription fees and payment

5.1. If you subscribe to the Solution through an Authorized Reseller, you shall pay the subscription fee specified by the Authorized Reseller for your selected subscription plan. Please note that in the aforementioned scenario, the subscription fee payments will be processed by the Authorized Reseller in accordance with its terms and conditions.

5.2. If you subscribe to the Solution directly with Dime Software, you acknowledge and agree that:

5.2.1. You will be liable to pay the subscription fee as quoted by Dime Software for your selected subscription plan,

5.2.2. The subscription fees shall be payable through the payment method specified on the invoice. Please note that all invoices will only be made available electronically,

5.2.3. You are responsible for paying the subscription fee by the payment due date specified on the invoice. Please note that all invoices will only be made available electronically.

5.2.4. The subscription fee, as quoted by Dime Software, excludes applicable taxes, which will be added to the invoice and shall be payable by you.

5.2.5. You will be invoiced for your selected subscription plan when Dime Software accepts your Subscription order, and your Subscription will automatically renew for a new month or year, depending on your selected plan, until you cancel it (‘automatic renewal’).

5.2.6. Dime Software shall be relieved of its obligation towards you under this Agreement in the event of non-payment of any invoices by you. In the event of any default or failure to fulfil your payment obligations under this Agreement, you shall be solely responsible for all legal fees and other expenses incurred by Dime Software in recovering such unpaid amounts. In addition to the aforementioned costs, you shall also be liable for interest on any unpaid amounts computed from the date such payment was due until the date of actual payment at a rate equal to the highest legal interest rate permissible under applicable law.

5.3. Changes to Subscription fees

Dime Software reserves the right to change its subscription fee for the Solution at any time, at its sole discretion. In the event of any changes in the subscription fee, we will notify all Customers who subscribed to the Solution directly with Dime Software. Any changes in the subscription fees will not impact your current Subscription Term, and new subscription fees will only become effective from the date of your Subscription renewal. We will give you at least fifteen calendar days’ notice before the due date of your Subscription renewal, informing you of the new subscription fees. If you do not agree with any changes to the subscription fees, your sole remedy is to request termination of your Subscription. By continuing to use the Solution after the end of your current Subscription Term, you agree to pay the new subscription fee for the continued use of the Solution.

6. Subscription termination and refunds policy

6.1. Termination by the Customer

6.1.1. You must terminate your Subscription, no less than thirty (30) days prior to the renewal date of your Subscription, to avoid being billed for a new Subscription Term. Failure to do so will result in automatic billing for the upcoming Subscription Term.

6.1.2. You shall provide a written notice of intent to terminate the Subscription to the Authorized Reseller, if applicable. In the event that there is no Authorized Reseller, such notice shall be provided directly to Dime Software. This notice must be received by Dime Software no less than thirty (30) days prior to the renewal date of your Subscription. Failure to provide such notice within the stipulated timeframe shall result in the automatic renewal of your Subscription for the subsequent term. All communication pertaining to the termination of the Subscription shall be directed through the appropriate channels.

6.1.3. Provided your notice of Subscription termination is received at least 30 days prior to the renewal date of your Subscription, the termination will be effective from the end of your current Subscription Term. If you request termination of your Subscription after automatic renewal, you will not be eligible for any refunds, and your cancellation will only become effective at the end of that month or year, depending on your selected plan.

6.2. Suspension or termination by Dime Software

6.2.1. Dime Software reserves the right to suspend your Subscription and restrict your access to the Solution in the event of any non-payment of subscription fees that are due and payable. Such suspension shall remain in effect until Dime Software receives the payment in full for all outstanding amounts owed by you. You acknowledge and agree that Dime Software reserves the right, at its absolute discretion, to terminate your Subscription if you fail to remit payment for more than fifteen (15) calendar days from the payment due date as indicated on your invoice.

6.2.2. Dime Software may terminate this Agreement, effective immediately upon written notice, if the Customer:

6.2.2.1. becomes insolvent, subject to an administration order, files for bankruptcy, liquidation or other similar proceedings;

6.2.2.2. uses the Solution for any unauthorized or other purposes that Dime Software, at its sole discretion, deems inappropriate;

6.2.2.3. provides incorrect or false information to the Authorized Reseller or Dime Software during registration;

6.2.2.4. acts in a manner that is harmful to Dime Software or its Customers.

6.2.3. Dime Software may terminate this Agreement without providing any notice if:

6.2.3.1. You or any of your Authorized Users use the Solution in violation of any applicable law or for any illegal activity,

6.2.3.2. We are instructed to do so by court order or a government agency. Dime Software disclaims all liability for any loss, damage, or costs incurred by you or another person from any termination or suspension of your account without notice.

6.2.4. Dime Software reserves the right to terminate your Subscription without providing any reason by giving you a notice of termination, which notice shall be effective from the end of your then-current Subscription Term.

6.3. Consequences of termination

6.3.1. Once the Subscription is terminated, the Customer and its Authorized Users will lose all access to the Solution, including all associated User Content. The Customer will not be able to retrieve any of the User Account data after the termination of the Subscription.

6.3.2. Termination of the Subscription and this Agreement will not discharge or relieve the Customer from any obligation which accrued prior to the effective date of such termination, including the Customer’s obligation to pay the invoice issued by Dime Software before termination.

6.3.3. Dime Software will not be liable for any damages incurred by the Customer as a result of the termination of the Subscription. The Customer hereby indemnifies Dime Software from any claims and liabilities arising from or associated with the termination of the Customer’s Subscription by Dime Software in accordance with the provisions of this Agreement.

6.3.4. Survival: All provisions of this Agreement that by their nature are intended to survive the termination shall survive.

6.4. Refunds policy

Except when required by law, we do not offer full or partial refunds. You understand and accept that any non-use of the Solution during the Subscription Term or any planned or unplanned downtime will not be deemed a valid ground for a refund. If you are eligible for a refund, we will process your refund within ten days from the date of refund approval. You understand and accept that it may take up to 15 calendar days from the date we processed your refund for the payment to appear in your account

7. Customer acknowledgements

7.1. You acknowledge and agree that your use of the Solution is at your own discretion and risk. No advice or information, whether oral or written, you obtain from any Dime Software employee or any Documentation shall create any warranty that is not expressly stated in this Agreement.

7.2. You acknowledge and agree that you will be solely responsible for all activities you undertake through your User Account or those of your Authorized Users.

7.3. You acknowledge and agree that it is solely your responsibility to ensure that your Authorized Users access the Solution using their own User Account login credentials, and each such Authorized User maintains the confidentiality of his/her login credentials.

7.4. You acknowledge and agree that you shall be responsible for modifying the access rights of your Authorized Users as and when required.

8. Technical support

8.1. Dime Software provides limited free technical support to customers. For more comprehensive support, the Customer has the option to subscribe to our paid support plans. To request information about our support plans, please contact us at [email protected].

8.2. The scope of the Support Services provided by Dime Software shall be limited to issues and inquiries directly related to the functionality and use of the Solution.

8.3. For the avoidance of doubt, Dime Software expressly disclaims any obligation to provide Support Services in relation to any other technologies, software, or systems not directly related to the Solution.

9. Customer Data

9.1. The Customer shall retain absolute ownership and control over all data, information, or content that is entered, uploaded, or generated by the Customer or its Authorized Users through the Solution (“Customer Data”). Dime Software expressly disclaims any ownership rights over such Customer Data.

9.2. The Customer acknowledges and agrees that they are solely responsible for the accuracy, completeness, and legality of all their Input Data. Dime Software shall not be held responsible for any errors, omissions, or inaccuracies in the Customer's Input Data and any consequences arising therefrom.

9.3. Dime Software is committed to maintaining the security and confidentiality of Customer Data. However, the Customer acknowledges that the security of data during transmission or storage cannot be guaranteed, and Dime Software shall not be liable for any unauthorized access, loss, or disclosure of Customer Data.

9.4. The Customer and its Authorized Users agree to use the Solution in compliance with all applicable laws and regulations. Dime Software shall not be responsible for any legal consequences arising from the Customer or its Authorized Users’ non-compliance with such laws.

10. Intellectual property

10.1. Dime Software retains all intellectual property rights in the Solution, including but not limited to any text, graphics, audio-visual content, algorithms, processes, tools, documentation, software and the like as updated from time to time (”Dime Software Content”).

10.2. All Dime Software Content is subject to trademark, copyright, and other applicable intellectual property laws of Belgium and international conventions.

10.3. Subject to your ongoing compliance with this Agreement, Dime Software hereby grants you a worldwide, limited, non-exclusive, non-transferable, revocable right to access and use the Solution for your internal business purposes only. Nothing in this Agreement shall be construed as a sale of any Dime Software Content to you. You will not acquire any right, title or interest in or to Dime Software Content, and Dime Software reserves all rights that are not expressly granted herein.

10.4. You shall not copy, modify, reverse engineer, create derivative work of, disassemble or decompile any Dime Software Content. You agree that you will not remove or otherwise tamper with any proprietary rights notices affixed on any Dime Software Content.

10.5. You acknowledge and agree that any use or exploitation of Dime Software Content in violation of this provision may cause us or our licensors irreparable injury. Dime Software and its licensors may seek remedy for breach of this provision either in equity or through injunctive or other equitable relief.

10.6. “Dime.Scheduler”, its logos and its marks are Dime Software’s trademarks, whether registered or unregistered. Any use of Dime Software's trademarks for any product/service that is not owned or operated by Dime Software is expressly prohibited.

11. Prohibited activities

The Customer and its Authorized Users agree not to engage in any of the following prohibited activities in connection with their use of the Solution:

11.1. Use the Solution for any unlawful purposes;

11.2. Use the Solution in a manner that violates any provision of this Agreement;

11.3. Share their User Account login credentials with any third parties who are not Authorized Users;

11.4. Use the Solution for the purposes of creating competitive service;

11.5. Offer to provide support services to other Customers;

11.6. Modify, copy, sell, rent, license, transfer or distribute any portion of the Solution to any third party;

11.7. Attempt to access the Solution through means other than the interface provided by Dime Software;

11.8. Breach, circumvent or interfere with any security measures used by Dime Software to protect the Solution and any unauthorized access/use of Dime Software Content;

11.9. Impose an unreasonable or disproportionately large load on our IT infrastructure;

11.10. Reverse engineer, decompile, disassemble, decipher, or in any other manner attempt to discover the source code of the Solution;

11.11. Infringe the copyright, trademark, trade secret, or other intellectual property rights of Dime Software or any third party or violate the privacy, publicity, or other personal rights of others;

11.12. Use the Solution in any manner that may disable, overburden, or impair the Solution or interfere with other users’ use of the Solution;

11.13. In any way interfere with the proper working of the Solution.

Dime Software reserves the right to suspend or terminate the Customer’s access to the Solution if it reasonably believes that the Customer or its Authorized User has breached any of the provisions under this clause.

12. Data protection

12.1. Definitions

“Personal Data”, “Controller”, and “Processing” take the same meanings as in the General Data Protection Regulation (EU) 2016/679, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”).

12.2. As the Customer’s Input Data may contain Personal Data, for which the Customer is the Controller, if the Customer subscribes to the Solution through an Authorized Reseller, such Authorized Reseller is deemed a processor and Dime Software a sub-processor as outlined in the Data Protection Legislation. The Processing of Customer’s Personal Data in the above scenario will be governed by the Data Processing Agreement (“DPA”) between the Customer and the Authorized Reseller, and the Customer should contact the Authorized Reseller for any information or requests relating to that DPA.

12.3. If the Customer subscribes to the Solution directly with Dime Software, the Customer will be the Controller of Personal Data contained in its Input Data and Dime Software will be deemed a processor. This Personal Data will be processed by Dime Software when the Customer instructs so by using the Solution pursuant to this Agreement. This processing will be performed in conformance with Data Protection Legislation. In particular, Dime Software commits to:

12.3.1. only process the Personal Data when and as instructed by the Customer, and for the purpose of delivering the Solution under this Agreement, unless required by law to do so, in which case Dime Software will provide prior notice to the Customer unless the law forbids it;

12.3.2. ensure that all persons within Dime Software authorized to process the Personal Data have committed themselves to confidentiality;

12.3.3. implement and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure;

12.3.4. forward promptly to the Customer any Data Protection request that was submitted to Dime Software with regard to the Customer’s Input Data;

12.3.5. notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;

12.3.6. notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Dime Software;

12.3.7. make all information necessary to demonstrate compliance with the Data Protection Legislation available to the Customer. Allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Customer;

12.3.8. permanently delete any of the Customer’s Input Data in possession of Dime Software, or return such data, at the Customer’s choice, upon termination of this Agreement, subject to our Privacy Policy;

With regard to points 12.3.4 to 12.3.6, the Customer agrees to provide Dime Software with accurate contact information at all times, as necessary, to notify the Customer’s Data Protection responsible.

Subprocessors

The Customer acknowledges and agrees that in order to provide the Solution, Dime Software may use third-party service providers (Subprocessors) to process Personal Data. Dime Software commits to using subprocessors only in compliance with data protection legislation. This use will be covered by a contract between Dime Software and the Subprocessor that provides guarantees to that effect.

13. Links to third-party websites or portals

The Solution may contain links to third-party websites, platforms or portals (“Third-party Service”) that are not owned or operated by us. If you click on any such third-party links, you will be directed to that third-party website, platform or portal. Third-party Services have their own terms and conditions and privacy policy, and you are hereby advised to review these prior to using such Third-party Services. We assume no responsibility for any content made available on these Third-party Services or their practices. The availability of any third-party links on the Solution does not constitute an endorsement of such Third-party Service. Your access and use of any Third-party Service will be solely at your own risk.

14. Disclaimer of warranties

THE SOLUTION IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIME SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES.

DIME SOFTWARE DOES NOT OFFER ANY WARRANTIES THAT THE SOLUTION: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, ERROR-FREE, AND SECURE; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (E) ANY DEFECTS OR ERRORS WILL BE CORRECTED.

DIME SOFTWARE’S FOUNDERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS (“DIME SOFTWARE AND ITS OFFICERS”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY. IN NO EVENT SHALL DIME SOFTWARE OR ITS OFFICERS BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE USE OF THE SOLUTION.

15. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DIME SOFTWARE AND ITS OFFICERS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY LOSS OF BUSINESS REVENUE OR PROFITS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, DOWNTIME COSTS, LOSS OR DAMAGE TO CUSTOMER DATA OR FOR ANY OTHER DAMAGES, COSTS, OR LIABILITIES EXCEEDING THE AMOUNTS PAID BY THE CUSTOMER TO DIME SOFTWARE UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT OR CLAIM.

DIME SOFTWARE'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE GOVERNED AND LIMITED BY THIS PROVISION.

THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTIVE OF THE FEES CHARGED UNDER THIS AGREEMENT.

16 Indemnification

You hereby agree to indemnify, defend and hold harmless Dime Software and its officers against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with your breach of this Agreement, your negligence or willful misconduct, or your violation of applicable law including any data protection laws.

Dime Software may, at our sole discretion, assume the exclusive defence of any matter otherwise subject to indemnification. You agree that you will not settle any claim without the express written consent of Dime Software.

17. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium without giving effect to any conflict-of-law rules or provisions. The Parties irrevocably agree that the courts of Antwerp, Belgium, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. Notwithstanding the foregoing, the Parties shall make every effort to resolve any such disputes amicably and by mutual consent prior to resorting to legal action.

18. Modification and discontinuation

Dime Software, at its sole discretion, reserves the exclusive right to introduce, modify, or discontinue any features and functionality of the Solution. This includes, but is not limited to, the introduction of new features, the modification of existing features, or the discontinuation of certain features. Any such changes in the Solution's features and functionality shall become effective immediately upon their implementation. Dime Software holds no obligation to provide prior notice or obtain approval from the Customer before making such changes.

19. Severability

If any provisions in this Agreement or part of a provision is found to be unlawful, void, or for any reason deemed to be unenforceable, then that provision or part of the provision will be deemed not to be part of this Agreement to the minimum extent necessary and such severance shall not affect the validity and enforceability of the remaining Agreement.

20. Assignment

You may not assign any rights and obligations under this Agreement, in whole or in part, without an authorized Company representative's written consent. Any attempt to assign any rights and obligations without Dime Software's consent shall be void. Dime Software reserves the right to assign any of its rights and obligations under this Agreement to a third party without requiring your consent. Please note that such a third party will be bound by the same rights and obligations as outlined in this Agreement (as amended from time to time).

21. Notice

21.1. Notice to Dime Software

All notices to be given to Dime Software shall be sent to the following email address: [email protected].

21.2. Notice to the Customer

We may send notice to you by email to the email address provided by you when you contact us or linked to your User Account at the time of such notice. It is solely your responsibility to keep your contact information up to date to ensure you receive all notices.

22. Amendments

We reserve the right to update this Agreement at any time. When we make any changes to this Agreement, we will update the last modified date on the top of the page where this Agreement appears. Please note that if we make any amendments that materially impact your rights or obligations under this Agreement, we will notify you of such changes by email prior to the effective date of such amendments. Unless expressly specified otherwise, all amendments shall be effective from the date we publish the updated version on Dime.Scheduler website. You are advised to periodically review this Agreement to familiarise yourself with any material changes. Your continued use of the Solution after the effective date of any amendments shall constitute your acceptance of such amendments. If you do not agree with any amendments to this Agreement, your sole remedy is to cease using the Solution.

23. No waiver

The (repeated) non-enforcement of any right by Dime Software can only be regarded as tolerance with regard to a specific condition, and shall not waive the right of Dime Software to invoke this at a later time.

24. Entire Agreement

This Agreement represents the complete understanding and agreement between the Parties regarding its subject matter and supersedes all proposals, understandings or communications between the Parties, oral or written, regarding its subject matter. Notwithstanding the foregoing, this Agreement shall not in any way override, invalidate, or replace any pre-existing agreements or contracts between the Authorized Reseller and the Customer, which shall continue to be in effect as per their terms and conditions.

25. Force majeure

Dime Software shall not be liable for the failure to perform any of its obligations in this Agreement if such failure is caused by any force majeure event such as war, epidemic, insurrection, terrorist activities, government sanction, embargo, labour dispute, strike, or any interruption or any failure of electricity or server, system, computer, internet or telephone service.