User Confidentiality & Acceptable-Use Undertaking

Viictor shows you how a great deal of professional customs and trade-compliance knowledge is organised and applied. That organisation is the product of years of work, it is not public, and it is what makes Viictor worth using. We are glad to put it in front of you. This undertaking is what we ask in return.

It is short, and it is meant to be read. You accept it once, when you register, by ticking a box that is not ticked for you.

0. Definitions

In this undertaking:

• Vivansa, we or us means Vivansa s.r.l., Avenue Pasteur 6, B-1300 Wavre, Belgium, registered with the Belgian Crossroads Bank for Enterprises under number 0475.477.964.
• The Services means Viictor, in every form in which we make it available — web application, interface, integration or otherwise — together with everything it presents to you.
• You means the individual person who registers for and uses the Services. This undertaking is given by you, personally.
• Ecosystem means the space in which the data you work with is held. A Personal Ecosystem is your own. A Business Ecosystem belongs to an organisation, and you may work inside it on that organisation's behalf.
• Organisation means the legal entity behind a Business Ecosystem.
• Confidential Material means the non-public elements of the Services. It covers, by category: the structure and organisation of the professional knowledge on which the Services draw; the way that knowledge is selected, sequenced and applied to reach an answer; the internal definitions, models, rules and reasoning steps that produce the Services' output; and any other non-public technical, commercial or operational information that becomes apparent to you through using the Services.

Confidential Material does not include anything that is already public without any breach of this undertaking, that you already lawfully held before you had access to the Services, that a third party gives you while free to do so, or that you develop independently without reference to the Services.

1. Who is bound

You give this undertaking personally, as an individual. It binds you however you reach the Services and in whichever Ecosystem you use them — under any plan or subscription, paid or free, for your own account or within or for any Business Ecosystem.

One acceptance covers all of that. You do not accept it again when you change plan, when you start working in a different Ecosystem, or when you change employer; it simply continues to apply to you.

2. Acknowledgment of trade secrets

You acknowledge that the Services embody trade secrets belonging to Vivansa within the meaning of Directive (EU) 2016/943 and Book XI of the Belgian Code de droit économique; that they have commercial value precisely because they are not generally known; and that we take reasonable steps to keep them secret, of which this undertaking is one.

You acknowledge that you are given access to the Confidential Material solely on the terms set out here, and that from the moment you accept this undertaking you know that the Confidential Material is confidential.

3. Confidentiality

You will keep the Confidential Material confidential, and will take at least the same care with it as you would with confidential information of your own of comparable importance.

In particular, you will not:

• disclose Confidential Material to anyone who is not entitled to receive it;
• publish, post, present, broadcast or otherwise make Confidential Material public, including by screenshot, screen recording, transcript or reproduction of internal structures.

Where you use the Services within or for a Business Ecosystem, you may share Confidential Material with colleagues who need it for that Organisation's own operations and who are themselves bound by confidentiality obligations at least equivalent to these.

If the law, a court or a regulator requires you to disclose Confidential Material, you may do so. Where you are lawfully able to, tell us first and give us a fair chance to respond, and in any event disclose no more than is required of you.

4. Purpose limitation

You may use the Services, and the Confidential Material within them, for one purpose: to obtain and apply their compliance functionality for your own operations or those of your Business Ecosystem. Any other purpose needs our prior written agreement.

That purpose is a broad one, and it is meant to be. The compliance answers, analyses, classifications, calculations and documents you obtain for your own or your Organisation's operations are yours to rely on and to use for those operations — including in your dealings with customs authorities, your clients and your commercial counterparties. This clause limits the purposes for which you may use the Services; it does not limit your use of the work you legitimately do with them.

5. What you must not do

You will not:

• Extract in bulk. Scrape, crawl, bulk-export or otherwise systematically harvest content from the Services, whether by hand or by automated means, beyond the ordinary use the Services are built to provide.
• Reverse-engineer. Reverse engineer, decompile or disassemble the Services, or otherwise try to derive their internal structures, models, rules or logic — whether by technical means or by systematic questioning designed to reconstruct them. This is a restriction you agree to, and it applies instead of any permission to reverse-engineer that would otherwise exist by default.
• Build something similar from it. Use the Confidential Material to design, build, train, evaluate or operate any product or service that competes with the Services or is substantially similar to them. In particular, you will not use the Services' output as training, fine-tuning, evaluation or benchmarking data for any model or system.
• Republish internals. Publish benchmarks, comparisons, reviews or analyses that reproduce or reveal the Confidential Material. You remain free to say what you think of the Services.

6. Using the Services for an organisation

When you use the Services within or for a Business Ecosystem, you confirm that you are authorised to do so, and these obligations apply in full to that use.

To the extent you are authorised to bind that Organisation, you also accept this undertaking for and on its behalf. Whether or not you are, you remain bound personally: acting for an Organisation does not release you, and your leaving that Organisation does not release it.

You will keep Personal-Ecosystem and Business-Ecosystem data properly separate, and will not move data between Ecosystems without the authority to do so.

7. No transfer of rights

All intellectual property rights and all trade secrets in the Services and in the Confidential Material remain with Vivansa or its licensors. You receive a right to use the Services on these terms, and nothing more. No licence, assignment or other right is granted to you by implication, by conduct, or by your use of the Services.

8. How long this lasts

These obligations begin when you accept this undertaking and continue for as long as the Confidential Material remains a trade secret — that is, for as long as it is not generally known to, or readily accessible by, people who work with this kind of information.

They survive the closure of your account, the end of your subscription, your leaving a Business Ecosystem, and the termination of any agreement between you, your Organisation and Vivansa.

If part of the Confidential Material lawfully becomes public through no breach of this undertaking, your obligations in respect of that part come to an end.

9. If this undertaking is breached

You accept that a breach of this undertaking may cause Vivansa harm that an award of damages alone cannot repair, and that we may therefore ask a court for injunctive or other interim relief, in addition to any other remedy available to us in law.

This clause does not extend your liability beyond what the law provides, and it does not affect any statutory rights you have.

10. Acceptance and versions

You accept this undertaking by ticking the box presented to you when you register. The box is not ticked in advance: acceptance is a deliberate act on your part, and access to the Services is conditional on it.

We record which version you accepted and when. Every version carries a version label, an effective date and a content hash, all shown at the top of this page, so that what you accepted can be identified exactly.

If we make a material change, we will ask you to accept the new version before you continue. Until you do, you may either continue under the version you accepted or stop using the Services. Changes that do not alter your obligations — corrections and clearer wording — are published under a new version label without asking you to accept again.

11. Governing law

This undertaking is governed by Belgian law, and the competent Belgian courts have jurisdiction over any dispute arising from it.

If you are a consumer, this does not deprive you of the protection of the mandatory rules of the country in which you live, and you keep the right to bring proceedings before the courts of that country.

12. How this fits with our other terms

This undertaking forms part of the Terms of Use of the Services. Where the two differ on confidentiality or acceptable use, this undertaking prevails.

Your statutory rights, including your rights as a consumer, are unaffected by anything written here. How we handle your personal data is set out in our Privacy Policy; this undertaking does not govern that.

If a court finds any part of this undertaking unenforceable, the rest of it continues to apply, and that part is read down to what is enforceable rather than struck out altogether.

Questions

If anything here is unclear, or you are not sure whether something you want to do is allowed, ask us before you do it — we would far rather answer the question. Write to info@vivansa.com or use our contact page.