Master Service Agreement
Last Updated: 2026-01-16
This Master Services Agreement (the “Agreement”) is concluded by and between Dataminded BV, with its registered office at Vismarkt 17, B-3000 Leuven, Belgium, registered with the Crossroads Database for Enterprises (RLE Leuven) under number VAT BE 0667.976.246 (“Dataminded”), and the legal entity identified in an Order or accessing the Software (“Customer”).
The “Effective Date” of this Agreement shall be the date on which the Customer (i) executes an Order, (ii) issues a Purchase Order referencing this Agreement, or (iii) first accesses the Software, whichever occurs first.
PREAMBLE
WHEREAS, Dataminded has developed the proprietary Conveyor technology in the business of (i) licensing such technology to customers, (ii) installing such technology on the customers’ cloud accounts and (iii) providing services in connection with such technology;
WHEREAS, the Customer wishes to obtain from Dataminded the right to use the Conveyor technology in connection with its business, and be provided with certain services in connection with the Conveyor technology.
NOW THEREFORE, in consideration of the agreements and representations set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Conveyor License
1.1 Grant. Subject to the terms and conditions of this Agreement and timely payment of the Fees by the Customer, Dataminded hereby grants to the Customer a personal, non-exclusive, non-assignable license, without the right to sublicense, for the duration of this Agreement to use the Software in accordance with the Documentation, solely for installation and use on the Customer cloud account(s).
1.2 Authorized Users. The Customer may only permit its employees and independent contractors to use the Software (each, an “Authorized User”). Access to the Software by an Authorized User is subject to the Conveyor End User Agreement. Dataminded reserves the right to enforce the End User Agreement directly against any Authorized User and may suspend or terminate an Authorized User’s access in case of a breach of the End User Agreement.
1.3 Control of Access. The Customer shall use all efforts to prevent unauthorized access to, or use of, the Software and shall notify Dataminded immediately of any unauthorized use or security breach known to Customer. Customer shall be liable for all damages resulting from unauthorized access caused by negligence of Customer’s commitments under this Agreement.
1.4 Restrictions. The Customer shall not, and shall not permit any third party to: (i) modify, adapt, alter, translate, or create derivative works from the Software; (ii) sublicense, lease, rent, loan, sell, or otherwise transfer or commercialize the Software to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; (iv) use the Software for the purpose of developing a competitive product or service; or (v) use the Software to conduct or promote any illegal activities.
2. Conveyor Managed Services
2.1 Installation. Dataminded will install the Software on the Customer’s designated cloud accounts. The Customer agrees to actively cooperate with Dataminded during the installation process should issues arise with the Customer Cloud Accounts.
2.2 Monitoring. During the Term, Dataminded will monitor the Software and provide Managed Services in accordance with the Service Level Agreement (SLA).
2.3 Support. Dataminded shall provide the Customer with Maintenance and Support Services as defined in the SLA.
2.4 Maintenance. Dataminded may, in its sole discretion, provide Updates to the Software. Dataminded is not obligated to provide Updates, and Customer acknowledges that it will only have access to the latest version of the Software as maintained by Dataminded.
3. Customer Cloud Accounts
3.1 Access. The Customer shall provide Dataminded with the necessary credentials, resources, and permissions to access the Customer cloud accounts for the purpose of performing the Managed Services.
3.2 Infrastructure. The Customer shall notify Dataminded of any changes to the cloud environment or account settings that might impact the Managed Services prior to implementation. Dataminded is not liable for service failures resulting from unannounced or improper changes to the Customer’s infrastructure. Customer remains responsible for timely payment of all third-party cloud provider fees.
4. Intellectual Property Rights
4.1 Ownership. The Software and all copies thereof, including all Intellectual Property Rights therein, shall at all times remain the sole and exclusive property of Dataminded.
4.2 Enhancements. Any modifications, improvements or derivative works of the Software (collectively, “Improvements”), regardless of whether such improvements result from Customer's Feedback or Feature Development Services, shall be the sole and exclusive property of Dataminded. Customer hereby assigns all rights in such Improvements to Dataminded.
4.3 Markings. Customer agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Software, Documentation, or visible during its operation.
4.4 Customer Data. The Customer retains all right, title and interest in and to the Customer Data. The Customer grants Dataminded a non-exclusive, worldwide, royalty-free license to use, host and copy Customer Data solely for the purpose of providing the Services under this Agreement.
4.5 Feedback. Any suggestions, ideas, or creative materials provided by Customer (collectively, “Feedback”) are non-confidential and will become the sole property of Dataminded, which shall be entitled to unrestricted use thereof without acknowledgment or compensation.
5. Confidentiality
5.1 Non-Disclosure. Each of the Parties agrees that it will not, both during the Term of this Agreement and following termination or expiration of this Agreement (i) disclose any Confidential Information of the other Party, except to those of its employees, officers, directors, contractors and affiliates that have a reasonable demonstrable legitimate need to know such information, or (ii) use any Confidential Information of the other Party for its own benefit or that of any third party, except as expressly permitted under this Agreement.
5.2 Liability. Each Party shall ensure that each person who receives Confidential Information pursuant to this Agreement is made aware of and complies with the confidentiality obligations herein. Each Party shall be responsible and liable towards the other Party for a breach of these obligations by any party acting under their control.
5.3 Exclusions. Shall not be considered Confidential Information, information which: (i) is in the public domain at the time of disclosure or subsequently falls into the public domain through no breach of this Agreement; (ii) was lawfully in the receiving Party’s possession prior to disclosure; (iii) was lawfully obtained from a third party without an obligation of confidentiality; or (iv) was independently developed without reference to the disclosing Party’s Confidential Information.
5.4 Survival. These obligations shall survive termination. Upon termination or earlier request, the receiving Party shall promptly return all Confidential Information in its possession.
6. Fees
6.1 Recurring Fees. The Customer shall pay the recurring subscription fees as specified in the applicable Order or Purchase Order. All Fees are exclusive of VAT and any other applicable taxes.
6.2 Terms. Undisputed invoices are payable within thirty (30) days of the invoice date. All payments shall be made in Euros and are non-refundable.
6.3 Default. If the Customer fails to pay any undisputed amount within sixty (60) days of the invoice date, Dataminded may, without prejudice to its other rights, suspend the Services and/or terminate the Agreement.
7. Representations and Warranties
7.1 Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
7.2 Dataminded Warranties. Dataminded warrants that (i) the Software contains no Viruses to the best of its knowledge; and (ii) Services shall be carried out in a professional manner by properly qualified personnel.
7.3 Disclaimer. Except as expressly set forth herein, the Software is provided “as is.” Dataminded makes no other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
7.4 Liability Cap. To the maximum extent permitted by law, Dataminded’s total liability shall be limited to the amount of Fees paid by the Customer in the twelve (12) months preceding the claim. Dataminded shall not be liable for any indirect, incidental, or consequential damages.
8. Indemnification
8.1 IP Indemnity. Dataminded shall defend and indemnify the Customer against third-party claims that the Software infringes an intellectual property right in Europe, provided the Customer gives Dataminded prompt notice, sole control over the defense, and reasonable assistance.
8.2 Customer Indemnity. Customer agrees to defend and indemnify Dataminded from and against any third-party claims which result from any Customer Data infringing the rights of a third party or violating applicable laws.
9. Cooperation
The Customer acknowledges that Dataminded’s performance is dependent on the Customer’s cooperation. Customer agrees to timely provide management decisions, information, and appropriate access to facilities, personnel, equipment, resources, and systems (including credentials and documentation) as necessary to facilitate performance.
10. Data Privacy
10.1 Compliance. Each Party shall comply with its respective obligations under applicable data protection legislation (e.g., GDPR).
10.2 Controller/Processor. Dataminded acts as a Data Controller for account management data of Authorized Users. For personal data processed on behalf of the Customer, the Customer acts as Data Controller and Dataminded acts as Data Processor. The Parties will enter into a separate Data Processing Agreement (DPA) prior to such processing.
11. Miscellaneous
11.1 Term. This Agreement shall commence on the Effective Date and remain in effect for the duration specified in the Order.
11.2 Termination. Either Party may terminate this Agreement if the other Party materially breaches any term and fails to cure such breach within thirty (30) days of written notice.
11.3 Entire Agreement. This Agreement (including the SLA) constitutes the entire agreement between the Parties and supersedes all prior oral or written understandings. In the event of a conflict between the terms of this Agreement and a separately executed written agreement signed by authorized representatives of both Parties for the same subject matter (e.g., a signed Conveyor License & Services Agreement), the terms of such separately executed agreement shall prevail.
12. Miscellaneous
12.1 Force Majeure. Neither Party shall be liable for failure to perform non-monetary obligations due to causes beyond its reasonable control (e.g., fire, war, epidemic, material unavailability), provided the affected Party uses reasonable efforts to mitigate effects.
12.2 Assignment. Customer may not assign this Agreement without Dataminded’s prior written consent. Dataminded may assign this Agreement to an affiliate or subcontract performance, provided Dataminded remains responsible for such subcontracted services.
12.3 Governing Law. This Agreement is governed by the laws of Belgium. The United Nations Convention for the International Sale of Goods (CISG) is explicitly excluded. Disputes shall be submitted to the exclusive jurisdiction of the courts of Leuven, Belgium.
12.4 Modification. Dataminded may update the terms of this Agreement from time to time by posting a new version on its website. The Customer’s continued use of the Software following the posting of any changes constitutes acceptance of the updated terms.