1. Definitions

In this GTC, unless the context requires otherwise:

• •    “iTraceiT” refers to iTraceiT BV/SRL, registered at Rue du Grand Péril 108/G1, 7090 Hennuyères, Belgium.
• •    “Party” means iTraceiT or the other party entering into an agreement with iTraceiT.
• •    “Agreement” refers to any contract entered between iTraceiT and another party, which incorporates these GTC by reference.
• •    “Confidential Information” refers to any non-public information provided by one party to the other during the business relationship.

2. Scope of Application

These General Terms and Conditions apply to all agreements, contracts, and transactions between iTraceiT and its partners, customers, and clients, unless explicitly stated otherwise. By entering a contract with iTraceiT, the other party accepts these GTC as binding.

3. Confidentiality

Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, technology, affairs, or trade secrets of the other Party, except as permitted by this agreement.

• •    Confidential information excludes information that is publicly available or becomes publicly known through no fault of the receiving Party.
• •    Each Party may disclose confidential information to its employees, officers, or advisors who need to know such information for the purposes of carrying out the Party's obligations under the Agreement.
• •    Each Party agrees to take reasonable measures to protect the confidentiality of the other Party’s Confidential Information.
  

4. Data Protection & GDPR Compliance

iTraceiT and its partners agree to comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR).

• •    Personal data collected and processed during the relationship will be handled in accordance with iTraceiT’s Data Protection Policy.
• •    The Parties undertake to implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
  

5. Industry-Specific Regulations Compliance

• •    Compliance with International and Local Regulations: iTraceiT operates in compliance with all relevant industry regulations, including but not limited to the EU General Data Protection Regulation (GDPR), the G7 sanctions on restricted materials (such as diamonds from specific origins), and the EU Sustainability Reporting Directives. The customer and its users must ensure that their usage of iTraceiT’s platform is fully compliant with applicable industry standards and regulatory requirements.
  •    Traceability and Supply Chain Compliance: iTraceiT offers services that enable clients to ensure full traceability of products within their supply chains. It is the responsibility of the user to comply with any chain of custody (CoC) standards, product traceability regulations, and environmental and social impact reporting that may be required by applicable law or industry best practices. Users are also responsible for ensuring that any data uploaded complies with the rules regarding traceability for their respective industries (e.g., conflict-free diamond standards).
  •    Certification and Documentation: iTraceiT assists clients in gathering and managing certifications, such as CoC certification for diamonds, or any other industry-specific certifications. However, obtaining and maintaining such certifications remains the user’s sole responsibility.
  
  

6. Blockchain Technology and Digital Contract Considerations

• •    Blockchain and Immutable Records: iTraceiT’s platform utilizes blockchain technology to create an immutable record of transactions, data points, and certifications related to product traceability. All data uploaded to the blockchain is permanently recorded and cannot be deleted, modified, or altered once confirmed.
  •    Responsibility for Data: Users are fully responsible for the accuracy and legality of any data uploaded to the blockchain via iTraceiT’s platform. iTraceiT assumes no responsibility for incorrect or incomplete data, or for any legal consequences arising from the data that users upload.
  •    Digital Contracts: The use of smart contracts or digital agreements on iTraceiT’s blockchain platform is legally binding between the contracting parties, provided that both parties have agreed to the terms through digital signatures or other recognized forms of authentication. The use of blockchain ensures that contract terms are verifiable and immutable.
  •    Verification of Digital Contracts: Digital contracts stored on the blockchain must be reviewed and verified by both parties before execution. iTraceiT is not responsible for the execution, enforcement, or compliance of these contracts beyond its role as a technology provider.
  •    Blockchain Security: iTraceiT’s blockchain solution uses encryption and distributed ledger technology to ensure the integrity and security of recorded transactions. However, users are responsible for safeguarding their own access credentials and ensuring that data entered is compliant with any applicable laws and regulations.
  •    Data Sharing via Blockchain: Information shared with third parties via blockchain (such as QR codes or public ledger entries) must be authorized by the user. iTraceiT provides secure methods of sharing this data, but the decision to share and the associated legal responsibilities rest with the user.
  •    Limitation of Blockchain Liability: Due to the nature of blockchain technology, iTraceiT cannot alter or reverse any transactions or records once they have been entered into the blockchain. iTraceiT is not liable for any loss, damages, or legal claims resulting from the permanent nature of blockchain records.
  
  

7. Intellectual Property Rights

• •    All intellectual property rights relating to the Software, source code, documentation, and any accompanying materials remain with iTraceiT. The other Party does not acquire any ownership rights to the Software but is granted a non-exclusive license to use the Software in accordance with the terms set forth in the applicable agreement and the GTC.
  •    The structure, organization, and source code of the Software constitute valuable commercial secrets and confidential information owned by iTraceiT. The other Party will take all necessary precautions to protect iTraceiT’s intellectual property from damage or unauthorized use by third parties.
  •    Any specific developments or customizations performed by iTraceiT shall remain the property of iTraceiT unless otherwise agreed in writing. The content stored in the platform’s database belongs solely to the other Party, but any modifications to the database structure, including stored procedures or triggers, remain the property of iTraceiT and cannot be exported or transferred without prior written consent.
  
  

8. Payment terms

• •    Invoicing and Immediate Payment: Invoices for services rendered by iTraceiT shall be issued upon service delivery or as per the terms outlined in the specific agreement. Payments are due immediately upon receipt of the invoice, with no delay or grace period.
  •    Prepayment Requirement for Renewal:
  o    The Licensee must pay all invoices for the upcoming billing period in full before the start of that period and prior to the automatic renewal of the Software License.
  o    Failure to make timely payment may result in suspension of the Licensee’s access to the Software and any associated services, until full payment is received. The Licensee remains liable for the entire billing period, even if the services are suspended.
  •    Late Payments: If payments are not received immediately, iTraceiT reserves the right to charge interest on any overdue amounts at a rate of 1,5% per month, or the maximum allowed by applicable law, whichever is lower.
  •    Automatic Price Indexation: 
  o    The service fees and any other payments due under the Agreement will be automatically adjusted annually based on the Belgian national average cost of services index (“Nationale index der consumptieprijzen”).
  o    The adjustment will take place each year on the anniversary of the Agreement’s effective date, based on the percentage increase or decrease in the index over the previous 12 months.
  o    iTraceiT will notify the other Party of any changes to the applicable fees following the indexation, which will apply automatically without requiring further amendment to the Agreement.
  •    Suspension of Services: iTraceiT reserves the right to suspend any services, licenses, or access to its platform in the event of non-payment. Such suspension shall not relieve the other Party of its obligation to pay any outstanding fees. Services may remain suspended until all overdue payments are fully settled.
  •    No Withholding of Payment: Dissatisfaction with the service provided or alleged non-performance does not entitle the other Party to withhold or delay any payment owed under the Agreement. Payments must be made in full, and any issues with services will be addressed separately.
  
  

9. Disclaimer Regarding Data on iTraceiT Platform

• •    The other Party is solely responsible for ensuring that all data entered, uploaded, or shared on the iTraceiT platform, whether on blockchain or standard cloud storage, complies with all applicable laws, including intellectual property, privacy, and trade regulations.
  •    iTraceiT does not verify the accuracy, legality, or integrity of any data submitted by users. Users acknowledge and agree that they are solely responsible for the content of the data they upload and for ensuring compliance with all applicable laws and regulations.
  •    iTraceiT will take reasonable measures to ensure the security of data stored on its platform, but shall not be held responsible for inaccuracies, legal violations, or unauthorized use of data by users.
  •    While iTraceiT will implement reasonable measures to protect the integrity and security of data stored on its platform, it does not guarantee the preservation or protection of data and shall not be responsible for any loss or corruption of data due to factors beyond its control.
  
  

10. Limitation of Liability

• •    The use of iTraceiT’s Software and services is undertaken at the user's own risk. Under no circumstances shall iTraceiT be liable for any indirect, incidental, or consequential damages, including but not limited to damages arising from the inability to use the Software, loss of data, or any third-party claims, except in cases of fraud or willful misconduct by iTraceiT.
  •    iTraceiT’s liability for any claim arising from the use of the Software or services provided is limited to the total amount of fees paid by the other Party to iTraceiT during the preceding six months. This liability cap applies to all claims, whether based in contract, tort, or any other legal basis.
  •    iTraceiT shall not be liable for any of the following:
  •    The user’s improper, unauthorized, or illegal use of the Software;
  •    Unauthorized modifications or customizations made to the Software by the user;
  •    Use of the Software in conjunction with third-party software or services that have not been approved by iTraceiT;
  •    Third-party claims brought against the user due to their use of the Software;
  •    Loss or corruption of data, profits, or business opportunities, even if advised of the possibility of such damages.
  •    iTraceiT provides Software as a Service (SaaS), and as part of this, iTraceiT manages the infrastructure, security, and data storage. iTraceiT takes reasonable measures to secure and back up all data stored on its cloud infrastructure. However, iTraceiT shall not be held liable for any data loss, breach, or corruption caused by factors outside its control, such as third-party attacks, failures of third-party providers, or force majeure events. 
  •    Nothing in these General Terms and Conditions shall limit or exclude any liability for fraud, willful misconduct, or any liability that cannot be excluded under applicable law.
  
  

11. Termination of Agreements Incorporating These GTC

• •    Any agreement that incorporates these General Terms and Conditions may be terminated by either Party through written notice to the other Party if the other Party fails to comply with any material obligation and does not remedy the breach within fifteen (15) days of receiving written notice specifying the breach.
  •    Termination of any agreement incorporating these GTC shall not prejudice any other right or remedy available to the terminating Party under applicable law or statute.
  •    In the event of termination, no refunds will be provided for any payments made for subscription periods that have already commenced. The Licensee will remain responsible for any outstanding payments due up to the date of termination, including any payments for services provided or subscription periods already invoiced.
  •    Such agreements will automatically terminate in the event of insolvency, bankruptcy, or any judicial reorganization of either Party, or if one of the Parties becomes unable to pay its debts, liquidates, or dissolves, as further detailed under the applicable laws of Belgium.
  
  

12. Assignment

Neither Party may assign or transfer this Agreement without prior written consent from the other Party. Notwithstanding the foregoing, LICENSOR may subcontract or outsource any parts of its services to a third party of its choice, provided that LICENSOR shall remain fully liable for all acts and omissions of any third party engaged by LICENSOR in the execution of the services, in accordance with these General Terms and Conditions (GTC).

13. Governing Law & Dispute Resolution

• •    Mediation: In the event of a dispute arising under or in connection with these GTC or any relevant Agreement, the Parties agree to attempt to resolve the dispute amicably through mediation. If the customer is based outside of Belgium, mediation may occur in the customer’s local jurisdiction. Mediation shall be conducted in accordance with the mediation rules of the local country of the customer, unless otherwise agreed by the Parties.
  •    Escalation to Belgian Jurisdiction: If mediation fails or does not result in a resolution within 60 days, the dispute shall be referred to the competent courts of Belgium, specifically in accordance with Belgian law. Any legal action arising from or in connection with the Agreement shall be resolved exclusively in Belgium.
  •    Mandatory European Regulation Compliance: Notwithstanding the above, the Parties agree that the contract shall comply with all applicable European Union regulations, regardless of the location of the customer. The Parties also agree that any legal obligations related to data protection, blockchain transactions, and other relevant aspects shall remain under the jurisdiction of European law.
  
  

14. No Partnership

Nothing in any agreement that incorporates these GTC shall be construed as creating a joint venture, partnership, or agency relationship between the Parties. Neither Party has the authority to act, or hold itself out as having the authority, to bind the other in any way.

15. Waiver

Failure by either Party to enforce any right or remedy under an agreement incorporating these GTC shall not be deemed a waiver of such right or remedy, nor preclude the Party from enforcing those rights at a later time.

16. Force Majeure

Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement, caused by events beyond its reasonable control, including but not limited to acts of God, war, pandemic, government restrictions, or other unforeseen circumstances.

The affected Party shall promptly notify the other of the event, and the time for performance shall be extended for the duration of the force majeure event.

17. GDPR Compliance & Data Privacy Conduct

iTraceiT is committed to complying with the General Data Protection Regulation (GDPR) and other applicable data privacy laws.

• •    Data Privacy Conduct: iTraceiT adheres to stringent data privacy standards and implements best practices to ensure that all personal data handled within its platform is processed lawfully, fairly, and transparently.
  •    Personal Data Handling: Users agree that iTraceiT may process personal data in accordance with its Privacy Policy and the GDPR. iTraceiT shall ensure that appropriate technical and organizational measures are taken to safeguard personal data, including encryption and access controls.
  •    Data Subject Rights: Users have the right to access, rectify, or request deletion of their personal data stored on the iTraceiT platform, as well as the right to restrict or object to data processing, in accordance with the GDPR.
  •    Third-Party Data: Users are solely responsible for obtaining all necessary consents and permissions for the processing of any personal data entered the iTraceiT platform. iTraceiT assumes no responsibility for any breach of third-party data rights caused by users’ failure to obtain such consents.
  

18. Amendments

iTraceiT reserves the right to modify these GTC from time to time. Any amendments will be communicated to the other Party in writing, and will take effect 30 days after such communication, unless otherwise agreed.