Gebruiksvoorwaarden

• Company name: Sortlist SA
• Address: Avenue Zénobe Gramme 29, 1300 Wavre, Belgium
• Enterprise number: Registered with the Crossroads Bank for Enterprises under No 0537.665.555
• TVA number: Registered with the Belgian Value Added Tax Administration under No 537-665-555
• Contact: hello@sortlist.com

2.2.1 The Services provided by Sortlist include the provision of the Website and the Platform as well as all the services – whether paid or unpaid – made available by Sortlist through these Website and Platform, including, but not limited to, services for Service Providers to enhance their brand and reputation, to improve their visibility, to generate leads and to benefit from various data analytics.

As part of Sortlist’s lead generation services, Sortlist makes it easier for Service Providers to be found by Project Owners through the Platform. The primary functioning of the Platform can be briefly summarized as follows: The Project Owner fills in a Project Description Form. Based on the information provided by the Project Owner, Sortlist selects, through an automated process, a limited number of Service Providers that are most suitable for the Project and submit their profiles to the Project Owner for review. The Service Providers identified by the Project Owner as most relevant for its needs may apply for the Projects. The Project Owner can contact the Service Provider(s) of its choice and entrust the Service Provider it chooses with the execution of its Project.

The Use of the Services may require the creation of an Account on the Website.

The Use of the Services may be subject to a fee. To determine which Services are subject to a fee, please consult the Website and the Subscription Page.

2.2.2 The GTU (which include the definitions under Title 1) govern the Use of the Services and constitute a binding agreement between Sortlist and the User.

The Parties agree that Articles XII.7, para. 1, XII.8 and XII.9 of the Belgian Economic Law Code shall not apply.

2.3.1 By using the Services (which include accessing the Website), the User acknowledges that it has read, understood and accepted the GTU which are accessible via a hyperlink located at the bottom of each page of the Website.

2.3.2 As part of the Account creation process, the Service Providers and Project Owners are required to expressly agree to the GTU, which are available for review via a hyperlink directly accessible in the Account creation form. By creating an Account, the Service Providers and Project Owners therefore expressly accept the GTU, which they acknowledge having read and understood beforehand.

2.4.1 With regard to Users other than Service Providers and Project Owners (which own an Account), Sortlist has the right to amend the GTU at any time, without prior notice, for valid reasons, including, but not limited to, improving the quality of the Services, adapting and evolving the Services, etc.

2.4.2 The Users are informed of any amendment to the GTU by a notification on the Website. Sortlist will modify the “last update date” of the GTU to be found at the top of the GTU.

2.4.3 The amended GTU come into force immediately upon their publication on the Website. The acknowledgement and acceptance of the amended GTU by these Users is governed by Article 2.3.

2.4.4 With regard to Service Providers and Project Owners (which own an Account), Sortlist reserves the right to unilaterally make non-material changes to GTU at any time.

2.4.5 The amended version of the GTU, incorporating these non-material changes, shall enter into force upon notification by Sortlist to the Service Providers and Project Owners.

2.4.6 In addition, Sortlist reserves the right to make material changes to the GTU. By continuing to use the Sortlist Services, Service Providers and Project Owners agree to be bound by the version of the GTU in which the material changes are made. Sortlist will only make changes, whether non-material or material, to the GTU if there are valid legal, technical, commercial or operational reasons for doing so. If Service Providers and Project Owners do not agree with these material changes, they must notify Sortlist in writing within 14 calendar days with their intention to terminate their Agreement and Account Such termination shall take place in accordance with the forms and conditions set out Article 2.17(i).

2.5.1 Sortlist is not a party to the agreements that may be entered into between a Service Provider and a Project Owner thanks to the Use of the Services and shall never be responsible for the possible failure of the collaboration between these parties. Sortlist therefore does not guarantee results.

2.5.2 The User’s relationship with Sortlist is that of an independent, third-party contractor, and not of an employee, agent, joint-venturer or partner. The User acts exclusively on its own behalf and for its own benefit, and not on behalf of or for the benefit of Sortlist.

2.5.3 All costs related to the Project are paid by the Project Owner directly to the selected Service Provider. The Service Provider is not allowed to pass on any cost relating to its Use of the Services to the Project Owner, nor to make any mention of Sortlist in the invoices sent to the Project Owner.

2.5.4 Termination of the relationship with Sortlist has no impact on the relationship between the Service Provider and the Project Owner. All legal, contractual or ethical obligations between the Service Provider and Project Owner survive the termination of the relationship with Sortlist. In the same way, termination of the relationship between the Service Provider and the Project Owner has no impact on the relationship with Sortlist.

2.6.1 Conditions to be met by the User creating an Account

The User who has an Account and uses the Services must be a Service Provider’s Representative or a Project Owner’s Representative. Accounts created by “bots” or other automated methods are not allowed.

In order to create and keep an Account, the Service Provider’s Representative or the Project Owner’s Representative must:

• Be at least 18 years old,
• Have the authority to represent and bind the Service Provider or Project Owner in the Use of the Services,
• Provide his/her full legal name and a valid e-mail address,
• Not have been banned by Sortlist from creating an Account or using the Services,
• Not infringe Sortlist’s rights, including IP Rights such as copyrights, trademarks and patents,
• Have read and accepted, on behalf of the Service Provider or Project Owner, the GTU.

The Service Provider may have more than one Service Provider’s Representative who has the right to use the Service Provider’s Account and, among others, to edit the Service Provider’s Profile and to manage opportunities (apply for or decline Projects and interact with the Project Owner) on behalf of the Service Provider. Once a Services Provider profile is created on the Platform, it is maintained indefinitely to serve as a resource for business buyers and to ensure continued transparency. Service Provider profiles may be deactivated upon verified cessation of the Service Provider's business activities, such as bankruptcy or a formal business closure. Deactivation requests due to negative Reviews will, in principle, not be honoured.

The Project Owner may only have one Project Owner’s Representative who has the right to use the Project Owner’s Account. This is without prejudice to the Project Owner's right to invite colleagues to collaborate to the Project.

2.6.2 Other Information to be provided by Service Providers as part of their Account creation process

As part of the Service Provider’s Account creation process and in order to build a basic Service Provider’s Profile that will be seen by other Users, the Service Provider agrees to provide Basic Information, including:

• Its name and address,
• Its phone number,
• Its contact e-mail address,
• The languages in which it can do business,
• The size of its team,
• Its website URL,
• The type of services provided, area of expertise and minimum budget,
• A brief description of the services provided.

2.6.3 Sortlist’s right regarding the creation of the Account

Sortlist reserves the right, at its sole discretion, to accept or reject the creation of the Account.

To describe its Project, the Project Owner agrees to fill in the Project Description Form with Basic Information (not exhaustive list), including information such as:

• Its company name,
• Its field of activity,
• A brief description of the Project,
• The services needed,
• The position of the Project Owner’s Representative in the company,
• The estimated budget for the Project,
• The location of the Service Provider sought,
• The size of the Service Provider sought,
• The languages to be spoken by the Service Provider sought,
• The skills to be mastered by the Service Provider sought.

2.8.1 In order to make the Service Provider’s Profile more attractive, the Service Provider can complete the Service Provider’s Profile with Additional Information, such as:

• A description and history of the Service Provider,
• Previous achievements,
• Office(s) locations,
• Services & competencies offered,
• A logo, cover picture, team picture, and tagline,
• Works performed with previous customers,
• Client reviews,
• Links to social networks, awards, certificates and Sortlist’s badges.

2.8.2 The Project Owner may also be given the opportunity to complete the Project Owner’s Profile with Additional Information.

2.9.1 The Service Providers and Project Owners acknowledge that the required Basic Information referred to in Articles 2.6 and 2.7 is subject to change and agree to provide any other Information Sortlist may deem necessary to create the Account, to build a basic Service Provider’s Profile or Project Owner’s Profile and to describe the Project.

2.9.2 The Service Providers and Project Owners acknowledge that the Additional Information referred to in Article 2.8 is subject to change. Sortlist may, at any time, enable Service Providers and Project Owners to add any other type of Additional Information to their Profiles.

2.10.1 The Basic and Additional Information, as well as any other Information provided by Service Providers or Project Owners in the Use of the Services, must be:

• True, accurate, current and complete,
• Quickly updated to remain true, accurate, current and complete.

2.10.2 In providing the Basic and Additional Information, as well as any other Information in the Use of the Services, the Service Providers and Project Owners are prohibited from engaging in any activity or directing anyone to engage in any activity that is contrary to applicable laws or regulations, including, but not limited to, criminal laws, commercial laws, privacy laws, IP laws, anti-spam laws.

• Information that is offensive, injurious, defamatory, threatening, harassing, pornographic, obscene, racist or otherwise aimed at denigrating and stigmatizing groups of people,
• Information that undermines the collective memory, such as revisionism or negationism,
• Information that is intended to organize a criminal project, including, but not limited to, trafficking in human beings, prohibited substances or weapons,
• Information that infringes the IP Rights of Sortlist, the Users or third parties,
• Information that cannot be disclosed, such as confidential information or information belonging to Users or third parties that cannot be disclosed without their express consent,
• Unsolicited advertising, “junk mails”, “spams”, “chain letters”, “pyramid schemes”, phishing or any other form of solicitation not authorized by Sortlist,
• Information that contains malwares, viruses, worms or other harmful codes or computer programs.

2.10.3 The obligations regarding the provision of Information set out in Articles 2.10.1 and 2.10.2 shall also apply to any other User which submits, publishes, posts, displays, uploads, downloads or exchanges Information on the Website or the Platform.

2.11.1 As part of the Services, Sortlist allows Users to post Reviews about their experience with Service Providers or Project Owners. These Reviews are intended to provide useful feedback and information to other Users and to help Sortlist improve the quality of the Services.

2.11.2 Any Review must comply with the following Review Requirements:

• The Review must be honest, accurate and relevant.
• The Review must be genuine, independent and unbiased. It must be based on objective facts and must reflect the User's own experiences with the other party.
• The Review must not contain any unlawful, offensive, abusive, defamatory, discriminatory, misleading or fraudulent content.
• The Review must not disclose any personal or confidential information of the other party or any third party, such as names, addresses, phone numbers, e-mail addresses, etc.
• The Review must not violate any IP Rights or other rights of the other party or any third party.

2.11.3 Sortlist is committed to maintaining the integrity and accuracy of Reviews. Sortlist reserves the right, but not the obligation, to verify the authenticity and accuracy of Reviews, and to monitor, edit, remove or disable access to any Review that Sortlist considers, in its sole discretion, to be fraudulent, misleading, inappropriate, harmful or objectionable or otherwise in violation of these requirements or any other provision of the GTU. In the same vein, Sortlist also reserves the right, but not the obligation, to request additional information or evidence from the User who posted the Review.

2.11.4 Users that are neither Service Providers nor Project Owners must provide an email address when submitting a Review. Sortlist will verify by email the authenticity of any such Reviews.

2.11.5 Sortlist cannot be held liable for its decision to maintain or remove a Review.

2.11.6 Users retain ownership of the Reviews and any content they submit to the Platform. Users must have all necessary rights and permissions to share this content and adhere to the Platform's Review Requirements as set out in Article 2.11.2 of these GTU.

2.11.7 Regardless whether User is the author or the subject of a Review, the User acknowledges and agrees that Sortlist is not responsible or liable for any Review posted by any User or for any loss or damage caused by or resulting from such Review. The User also acknowledges and agrees that Sortlist does not endorse or guarantee the quality, reliability, suitability or availability of any Service Provider or Project Owner, or the outcome of any Project, based on the Reviews posted by other Users. The Project Owner relies on the Reviews at its own risk and discretion.

2.11.8 Authentic Reviews, whether positive or negative, are a critical aspect of the transparency and trust Sortlist provides to its community. Therefore, the Platform does not remove Reviews that reflect the genuine experiences of its Users. Service Providers and Project Owners may request the removal of a Review. To that end, please use the 'Report' button located next to the Review in question. This action will direct you through the official channels established by Sortlist for such matters, ensuring your report is processed accurately and efficiently.

2.11.9 If a Review is contested using the abovementioned dedicated report channels, Sortlist will initiate an investigation process. Reviews will only be removed if Sortlist, in its own discretion, finds that they are non-authentic, non-compliant with the Review Requirements or the current GTU, or otherwise legally problematic.

The Service Providers and Project Owners acknowledge and agree that the Basic and Additional Information may be made publicly available on the Website and the Platform.

2.13.1 Sortlist has no obligation to monitor, screen or review the Information provided by the User in the Use of the Services, nor does it have any obligation to actively seek out facts or circumstances indicating the unlawful or illicit nature of this Information.

2.13.2 Sortlist has no control over the User’s conduct and the Information provided by the User in the Use of the Services. However, Sortlist reserves the right, at its sole discretion, to verify a posteriori such Information.

2.14.1 The Sortlist’s Content

The Sortlist’s Content is protected under any applicable IP Rights and other laws.

All Sortlist’s Content is the property of Sortlist or its licensor (e.g. its content suppliers or clients). The compilation (meaning the collection, arrangement and assembly) of all Sortlist’s Content is the exclusive property of Sortlist and is protected under any applicable IP Rights and other laws.

Unauthorized use of the Sortlist’s Content may violate these laws and is strictly prohibited. The User shall retain all copyright, trademark, and other proprietary notices contained in the original Sortlist’s Content on any authorized reproduction of the Sortlist’s Content made by the User.

The User agrees not to obtain or attempt to obtain, in its own name or in the name of a third party, any IP Rights held by or licensed to Sortlist.

The User further undertakes not to sell or modify the Sortlist’s Content or reproduce, make available to the public or otherwise use the Sortlist’s Content in any way for any public or commercial purpose, in connection with products or services that are not those of the Website or the Platform, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Sortlist or its licensors, that dilutes the strength of Sortlist’s or its licensor’s IP Rights, or that otherwise infringes Sortlist’s or its licensor’s IP Rights.

The User further agrees not to, in any other way, misuse the Sortlist’s Content that appears on the Website and the Platform. Particularly, the User will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or proprietary information relevant to the Website and the Platform.

2.14.2 The Information provided by the Users

The User owns the Information it submits, publishes, posts, displays or uploads in the Use of the Services, but grants Sortlist the right as further specified under present Article. This Information is the sole responsibility of the User. Sortlist claims no ownership or control over the Information provided by the User.

The User or a third-party licensor, as appropriate, retain all applicable IP rights to any Information it submits, publishes, posts, displays or uploads in the Use of the Services and the User is responsible for protecting these rights, as appropriate.

By submitting, publishing, posting, displaying or uploading the Information in the Use of the Services, the User grants Sortlist a worldwide, non-exclusive, fully-paid and royalty-free license to reproduce, make available to the public or otherwise use such Information on the Website and the Platform in connection with Sortlist’s business purpose. This licence is unlimited in time. In practice, after the end of the Agreement, Sortlist keeps available to the public, on the Website and on the Platform, the Basic information provided by the User as well as the User Reviews.

In addition, by submitting, publishing, posting, displaying or uploading the Information which is intended to be available to the general public, the User grants Sortlist a worldwide, non-exclusive, fully-paid and royalty-free license to reproduce, make available or otherwise use such Information for the purpose of promoting the Services. Sortlist will cease use within a commercially reasonable period after the termination of the Agreement.

Sortlist reserves the right to refuse, to accept, post, display or transmit any Information in its sole discretion.

The User represents and warrants that it has the right to grant, or that the holder of any rights has completely and effectively waived any such rights and validly and irrevocably granted to the User the right to grant, the license stated above. If the User submits, publishes, posts, displays or uploads the Information in any public area of the Website, the User authorizes any User of the Website to access, display, view, store and reproduce such Information for personal use.

Subject to the foregoing, the owner of such Information placed on the Website or the Platform retains any and all rights that may exist in such Information.

2.14.3 The User’s company name, logo and other symbols or distinctive signs

In accordance with Article 2.14.2 and for avoidance of any doubt, the User agrees that Sortlist has the right to use the User’s company name and logo, as well as any other symbols or distinctive signs linked to the User’s company, for advertising, marketing or communication purposes (promoting the Services purposes). For example, Sortlist shall have the right to mention the User or to present the User publicly as a Service Provider or a Project Owner on the Website or the Platform, on any third-party website or on any social networks such as Facebook, Instagram, Twitter or LinkedIn. Sortlist will cease use within a commercially reasonable period after the termination of the Agreement.

Some of the Services may now or in the future be supported by advertising revenue, pay-per-click mechanisms or other funding. In consideration for Sortlist granting the User access to the Use of the Services, the User agrees that Sortlist may incorporate such advertisements into the Services and that the manner, mode and extent of advertising on or through the Services are subject to change without specific notice to the User.

2.16.1 Third-party software

Sortlist may make software from third party available to the User. To download such software, the User may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual third party’s general terms and conditions, and the agreement will be between the User and the respective third party.

The Website and the Platform may also contain features or functionalities that are provided through or by third-party content, software, websites, and/or system. The use of and access to these features and functionalities are subject to the general terms and conditions published or otherwise made available to the User by the respective third party.

2.16.2 Sortlist’s applications

Sortlist may also offer the Services through applications built using the Website or the Platform, including, but not limited to, smart phone applications, “share” or any other similar buttons and other interactive plugins distributed on websites across the Internet.

If the User uses a Sortlist’s application or interact with a website that has deployed a plugin, the User agrees that information about itself and its use of the Services, including, but not limited to, its device, mobile carrier, internet access provider, physical location, and/or web pages containing Sortlist plugins that load in its browser may be communicated to Sortlist.

The User acknowledges that it is responsible for all charges and necessary permissions related to accessing Sortlist through its mobile access provider. The User should therefore check with its provider to find out if the Services are available and the general terms and conditions for these Services for its specific mobile devices.

Finally, by using any downloadable application to enable its use of the Services, the User explicitly confirms its acceptance of the general terms and conditions of the end user license agreement associated with the application provided for download or installation.

In addition to the duties and obligations already mentioned in other articles of the GTU, it is expressly stated that:

(i) The User shall:

• Maintain the confidentiality of the information it holds for its Account, including its password and Sortlist ID, and for any and all activity that takes place on its Account or Profile until it closes down its Account or proves that its Account security has been compromised by the act of a third party.
• Notify Sortlist immediately of any unauthorized use of its Account, Sortlist ID or password, or any other breach of security. The User may be held liable for any damage or loss incurred by Sortlist or any other User due to someone else using its Account, Sortlist ID or password as a result of its failure to keep its Account information secure and confidential.

(ii) The User is prohibited from:

• Creating an Account for anyone other than itself,
• Having more than one Account,
• Using or attempting to use another User’s Account,
• Creating a false identity,
• Misrepresenting its identity, current or previous positions and qualifications, current or previous affiliations with a person or entity, skills, etc.,
• Adding Information that is not intended for, or inaccurate for, a designated field (for example, submitting a telephone number in the “title” or any other field, or including telephone numbers, e-mail addresses, street addresses or any other personally identifiable information for which there is no field provided by Sortlist),
• Using the Services for any purpose that is not expressly permitted by the GTU,
• Using Sortlist invitations to send messages to people who do not know the User or who are unlikely to recognize the User as a known contact,
• Sending messages to distribution lists, newsgroup aliases, or group aliases,
• Posting anything that contains malwares, viruses, worms or other harmful codes or computer programs,
• Implying or stating that the User is affiliated with or endorsed by Sortlist without Sortlist’s express consent (for example, representing the User as an accredited Sortlist trainer),
• Violating the IP Rights of other Users or third parties, including, but not limited to, patents, trademarks, trade secrets, copyrights or other proprietary rights,
• Violating the IP Rights or other rights of Sortlist, such as using the word “Sortlist” or Sortlist’s logos in any business name, e-mail or URL, without Sortlist’s express consent,
• Removing or altering any copyright, trademark or other proprietary right notices contained in or on the Sortlist’s Content,
• Using bots or other automated methods to access the Website and the Platform, add or download contacts, send or redirect messages,
• Collecting, using, copying, or transferring any information obtained from Sortlist without the consent of Sortlist,
• Copying or using the Information or data of other Users available in the Use of the Services (except as expressly authorized),
• Copying or using the Information, content or data on the Website or the Platform in connection with a competitive service (as determined by Sortlist),
• Copying, modifying or creating derivative works of the Services or any related technology (except as expressly authorized by Sortlist),
• Scraping or copying profiles and information of other Users through any means (including, but not limited to crawlers, browser plugins and add-ons, and any other technology or manual work),
• Using manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” the Website or the Platform, or any related data or information,
• Engaging in “framing”, “mirroring” or otherwise simulating the appearance or functionalities of the Website or the Platform,
• Reversing engineer, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for the Website, the Platform and any related technology or any part thereof,
• Manipulating identifiers in order to disguise the origin of any message or post transmitted through the Services,
• Creating or operating a pyramid scheme, fraud or other similar practice,
• Renting, leasing, loaning, trading, selling/re-selling access to the Website or the Platform, or any related information or data,
• Selling, sponsoring, or otherwise monetizing any feature of the Website or Platform, without Sortlist’s consent,
• Removing, covering or obscuring any advertisement included on the Website or the Platform,
• Monitoring the Website’s availability, performance or functionality for any competitive purpose,
• Overriding any security feature of the Website or the Platform or interfering with the operation of, or place an unreasonable load on, the Website or the Platform (for example, spams, denial- of-service attacks, viruses, etc.).

2.18.1 For Service Providers and Project Owners (which own an Account), the Agreement is entered into for a unlimited duration. Either Party, namely Sortlist or the Service Provider/Project Owner, may terminate the Agreement and the Service Provider’s/Project Owner’s Account at any time by giving written notice to the other Party.

2.18.2 By way of derogation from Article 2.18.1, where a Service Provider subscribes to Paid Services the Agreement is entered into either for a monthly duration, either for an annual duration subject to the subscription package chosen. At the end of the term, a new Agreement enters into force by paying new subscription fees.

2.18.3 The termination or prior notice shall be sent to Sortlist at the following address: hello@sortlist.com.

2.19.1 To the maximum extent permitted by law, Sortlist shall have the right to take any action it deems appropriate, without prior notice, to prevent any violation or rectify any alleged violations of the GTU, Sortlist’s Policies and/or any applicable laws or regulations, in the event that Sortlist becomes aware of such potential or alleged violation.

2.19.2 If Sortlist becomes aware of any Information provided by the User which violates the GTU, Sortlist’s Policies and/or any applicable laws or regulations, and/or which is likely to create liability for Sortlist, damage Sortlist’s brand or public image, or cause Sortlist to lose, in whole or in part, the service of its third-party providers, Sortlist will remove or make inaccessible the Information in question.

2.19.3 In the situation described in Article 2.19.2, Sortlist shall also have the right:

• To suspend or terminate the Agreement and the relevant Service Provider’s Account or Project Owner’s Account without prior judicial recourse and formal notice of default, with immediate effect, and without any compensation.
• To prevent any further access to the Website or the Platform by the User.

2.20.1 Regarding the Services

The Services are provided “as is”. Therefore, Sortlist makes no representations or warranties, whether express or implied, that:

• The Services will meet the User’s requirements,
• The Services are fit for a particular purpose,
• The Services are free of viruses or other harmful codes or computer programs,
• Any errors in the Services will be corrected,
• The Use of the Services will be uninterrupted, timely secure or error-free,
• The results that may be obtained from the Use of the Services will be truthful, accurate, up-to-date, complete or reliable.

2.20.2 Regarding the User’s conduct in general

Sortlist makes no representations or warranties, whether express or implied, as to the conduct of the User towards other Users. The User is solely responsible for and agrees to take all reasonable precautions in its communications and interactions with other Users and other persons with whom it communicates or interacts as a result of its Use of the Services.

2.20.3 Regarding the Information provided by the Users

Sortlist makes no representations or warranties, whether express or implied, as to the truthfulness, accuracy, up-to-date character, completeness or reliability of the Information. The User acknowledges that any reliance on the Information submitted, published, posted, displayed, shared, uploaded, downloaded or exchanged in the Use of the Services shall be at its own risk.

2.20.4 Regarding third-party software or content

Sortlist makes no representations or warranties, whether express or implied, that any third-party software or content made available to the User in the Use of the Services are free of viruses or other harmful codes or computer programs.

2.20.5 No creation of warranties

No advice or information, whether oral or written, obtained from Sortlist and/or in the Use of the Services, will create any warranty not expressly made herein.

2.21.1 Regarding circumstances subject to a warranty disclaimer

In a general way, Sortlist shall not be liable, whether on a contractual or non-contractual basis, for any damage or loss, be it direct or indirect, material or moral, suffered by any User in connection with the circumstances referred to in Article 2.20 which are subject to a warranty disclaimer.

2.21.2 Regarding the User or third party’s conducts

Sortlist shall not be liable, whether on a contractual or non-contractual basis, for any damage or loss, be it direct or indirect, material or moral, suffered by any User or third party, as the case may be, in connection with:

• Any action by a third party or User against the Website, the Platform and/or any other User, which is intended to cause harm, such as hacking, phishing or spreading malwares, viruses, worms or other harmful codes or computer programs,
• Any activity conducted by any User in the Use of the Services that violates the GTU, Sortlist’s Policies and/or any applicable laws or regulations, even if Sortlist has taken no action to stop this activity or to suspend/terminate the Account of the responsible User, or has taken an action that has not fulfilled its purpose,
• Any Information submitted, published, posted, displayed, shared, uploaded, downloaded or exchanged in the Use of the Services, which violates the GTU, Sortlist’s Policies and/or any applicable laws or regulations, even if Sortlist has taken no action to make that Information inaccessible or to suspend/terminate the Account of the responsible User,
• The User’s failure to keep its Account information secure and confidential,
• Any failure by a third-party service provider or supplier of Sortlist that has the effect of creating any technical problem or leading to interruption in the Use of the Services,
• Any contractual obligations or any other obligations which may arise out of the law, resulting from any contractual relationship, whether attempted or formalized, between Project Owners and Service Providers.

2.21.3 Regarding third-party software or content

Sortlist shall not be liable, whether on a contractual or non-contractual basis, for any damage or loss, be it direct or indirect, material or moral, suffered by any User in connection with the download and/or use of any third-party software and/or content made available to the User in the Use of the Services.

2.21.4 Regarding Sortlist’s conduct

Sortlist shall only be liable to the User for its gross negligence and/or wilful misconduct in the provision of the Services. In the event of gross negligence, its liability shall in any event be limited to the direct material damage suffered by the User and the amount of compensation shall never exceed the greater of these two amounts:

• The total amount paid by the User for the Use of the Services in the last 6 months preceding the event giving rise to Sortlist’s liability. If the Subscription to Paid Services has come into effect less than 6 months before the event giving rise to Sortlist’s liability, this should be the total amount paid by the User for the period between the time the Subscription to Paid Services came into force and that event.
• One hundred (100) Euros.

The Parties agree that excluded indirect or consequential damage includes, but is not limited to, loss of profits, loss of data, loss of goodwill, computer damages or computer-related problems, including software failure, and cost of services substituting the Services.

2.21.5 Guarantee against claims and actions

The User, and in particular the Service Provider or Project Owner, agrees to defend, indemnify, release and hold harmless Sortlist, its subsidiaries, affiliates, directors, officers, employees, agents or third party content providers against, for and from any and all claims, demands, proceedings, actions, liabilities, damages, costs, charges, expenses, including reasonable legal fees, brought against, involving or incurred by Sortlist, its subsidiaries, affiliates, directors, officers, employees, agents or third party content providers and arising out of any breach by the User of the GTU, Sortlist’s Policies, any other agreement entered into between the User and Sortlist, any covenants, representations or warranties contained in these instruments and/or any applicable laws or regulations.

The User agrees not to hold any other User liable for any negative or critical Information provided in the Use of the Services. This shall not apply to Information that violates the GTU, Sortlist’s Policies and/or any applicable laws or regulations.

The User agrees that Sortlist’s Privacy Policy (https://www.sortlist.com/privacy) shall govern Sortlist’s collection and use of the User’s personal information. Sortlist may update its Privacy Policy from time to time.

The GTU constitute the entire and exclusive agreement between Sortlist and the User regarding the Use of the Services. Any general terms and conditions of the User are excluded and shall in no case govern the relationship between the Parties. The GTU supersede and replace any and all prior oral or written agreement between Sortlist and the User regarding the Use of the Services.

However, where the GTU are supplemented by additional Sortlist’s Policies, or any agreed terms for specific Sortlist’s services, offering or features, such as the GTPS, these instruments shall also govern the relationship between the Parties.

The User may not assign or delegate any rights or obligations under the GTU without Sortlist’s prior written consent. Sortlist may freely assign or delegate rights and obligations under the GTU, either fully or partially. Sortlist may also substitute, by way of novation, effective upon notice to the User, itself for any third party that assumes its rights and obligations under the GTU.

The failure by one Party to enforce at any time any provision of the GTU or to require at any time performance by the other Party of any such provision shall not constitute a waiver of such provision, and shall not in any way affect the validity of the GTU or any part thereof, or the right of either Party thereafter to enforce any provision of the GTU.

If at any time one or more provisions of the GTU is or becomes invalid or unenforceable, in whole or in part, the validity and enforceability of the remaining provisions or part of a provision shall not be affected or impaired in any way to the extent that the remainder is not inextricably related to and therefore unseverable from the invalid or unenforceable provision or part thereof.

For contractual purposes, the User (i) consents to receive communications from Sortlist in an electronic form and (ii) agrees that all terms, conditions, agreements, notices, disclosures, and any other communication that Sortlist provides to the User electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

2.29.1 The Service Providers and Project Owners are responsible for providing Sortlist with their most current professional e-mail address.

2.29.2 Any notices or other communications permitted or required hereunder, including, but not limited to, those regarding modifications to the GTU, will be in writing and given by Sortlist via e-mail. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

In case the last e-mail address provided by the Service Provider or Project Owner to Sortlist is not valid, or for any reason is not capable of delivering any notices required or permitted by this Agreement, Sortlist’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

2.29.3 The User may give notice to Sortlist:

• by e-mail at the following address: hello@sortlist.com; or
• by post at the following address: Sortlist SA, avenue Zénobe Gramme 29, 1300 Wavre, Belgium.

Such notice will be deemed given when effectively received by Sortlist.

The GTU are written in English. If these GTU are translated into any other language, only the English version shall be considered authentic between the Parties in the event of any inconsistency or dispute regarding the meaning of a term or provision.

2.31.1 The GTU, the access to the Website and the Platform, the Use of the Services and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with Belgian law.

2.31.2 The Courts of Brussels (Belgium) shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the GTU, the access to the Website and the Platform, the Use of the Services and any non-contractual obligations arising out of or in connection with them.

3.1.1 Sortlist provides Paid Services to Service Providers to help them, among others, to enhance their brand and reputation, to improve their visibility, to generate leads and to benefit from various data analytics

3.1.2 Where Service Providers subscribe to Paid Services, the Use of the Services, which include Paid Services, remains governed by the GTU.

However, in this context, everything that is not governed by the GTU shall be governed by the GTPS. In addition, should there be any inconsistency between the GTU and the GTPS, the GTPS shall prevail.

3.1.3 The GTPS (including the definitions under Title 1) therefore constitute a binding agreement between:

• Sortlist, and
• The Service Provider who subscribes to Paid Services.

As part of the Account creation process, the Service Providers who subscribe to Paid Services are required to expressly agree to the GTPS, which are available for review together with the GTU via a hyperlink directly accessible in the Account creation form. By creating an Account, the Service Providers who subscribe to Paid Services therefore expressly accept the GTPS, which they acknowledge having read and understood beforehand.

3.3.1 The Service Providers can choose between different types of subscriptions or plans which contain packages of Services that are designed to help them, among others, to enhance their brand and reputation, to improve their visibility, to generate leads and to benefit from various data analytics.

3.3.2 Subscriptions are either pre-packaged or tailor-made. If the Service Provider opts for a tailor-made subscription, it can only do so within the limits set by Sortlist. Furthermore, the Service Provider may customize its subscription with add-ons.

For ease of reference, any subscription to Paid Services, whether pre-packaged or tailor-made, with or without add-ons, is hereinafter referred to as the “Subscription to Paid Services”.

3.3.3 The different types of Subscriptions to Paid Services and related prices can be found on the relevant page of the Website at the following address: https://www.sortlist.com/providers/pricing. This Subscription Page, and all the conditions contained therein, are an integral part of the GTPS.

3.3.4 Prices are charged in Euros. Unless expressly provided otherwise, they are always quoted exclusive of value-added tax (VAT) and any other applicable taxes or fees, which will be charged in addition. Any new taxes or fees to be imposed on the Service Provider after it takes out a Subscription to Paid Services shall be borne exclusively by the Service Provider.

3.4.1 Sortlist has the right to amend the GTPS at any time, without prior notice, for valid reasons, including, but not limited to, improving the quality of the Paid Services, adapting and evolving the Paid Services, taking into account the increase of its costs, adapting to economic or market conditions, etc.

3.4.2 The Service Providers are informed of any amendment to the GTPS by e-mail. Sortlist will also modify the “last update date” of the GTPS to be found at the top of the GTPS.

3.4.3 The amended GTPS come into force on the fifteenth (15th) calendar day following the notification of the amendment(s) made by e-mail

The Service Providers are deemed to have read, understood and accepted the amended GTPS if they do not communicate to Sortlist their intention to refuse the amended GTPS within fourteen (14) calendar days of the notification of the amendment(s) made by e-mail.

In this case of disagreement with any amendment to the GTPS, the version of the GTPS applicable before the amendment shall remain in force till the end term of the Agreement.

The Paid Services listed on the Subscription Page are an invitation to the Service Provider to make an offer to Sortlist and do not constitute an offer by Sortlist to provide the Paid Services to the Service Provider. By validating its choice for a specific Subscription to Paid Services, the Service Provider makes an offer to Sortlist. The Subscription to Paid Services is deemed to be entered into as soon as Sortlist sends to the Service Provider written confirmation that it accepts the Service Provider’s offer.

As described in Article 2.17.2, the Subscription to Paid Services is entered into either for a monthly, either for an annual duration subject to the subscription package chosen. At the end of the term, a new Agreement enters into force by paying new subscription fees.

3.7.1 Payment by the Service Provider of the price for the Subscription to Paid Services may be made through the following Payment Methods:

• Visa, MasterCard, American Express, Discover, JCB, Diners Club International,
• Recurly, Paypal, Braintree, Stripe, GoCardless.

3.7.2 The list referred to in Article 3.7.1 is only indicative and Sortlist may modify this list at its sole discretion to improve the Service Provider’s commercial experience on the Website and to make it easier for the Service Provider to access the Paid Services.

3.7.3 The Service Provider agrees that payments may be made by means of the Payment Methods. By using such Payments Methods, the Service Provider acknowledges that it has read, understood and agreed to the respective general terms and conditions applicable to the Payment Methods. If the Service Provider does not agree with such Payment Methods and their applicable general terms and conditions, it should refrain from taking out a Subscription to Paid Services.

3.7.4 All charges and fees related to the Payment Methods shall be borne by the Service Provider.

3.7.5 Sortlist makes no representations or warranties, whether express or implied, that:

• The Payment Methods are fit for a particular purpose,
• The Payment Methods will be uninterrupted or timely secure,
• No errors or problems will occur while using the Payment Methods,
• The Payment Methods are free of viruses or other harmful codes or computer programs.

The use of the Payment Methods is at the Service Provider’s own risk.

3.7.6 Sortlist shall not be liable, whether on a contractual or non-contractual basis, for any damage or loss, be it direct or indirect, material or moral, suffered by any User in connection with the use of any Payment Methods made available to the Service Provider in the Use of the Services.

3.8.1 In case of partial or total non-payment of the price of the Paid Services on the due date, Sortlist shall have the right to apply and claim an interest rate of 10% per year on the amount due as well as a fixed indemnity of 15% of the amount due with a minimum of seventy-five (75) Euros. The interests and indemnity shall be due from the day following the due date for payment of the Paid Services, without the need for a prior formal notice of default.

3.8.2 In case of partial payment, such payment will be first set off against any outstanding costs and interests and only then against the principal sum that is due, in accordance with Articles 1254 and 1255 of the Belgian Civil Code.

3.9.1 If Sortlist becomes aware of any wrongful violation of the GTU, GTPS, Sortlist’s Policies and/or any applicable laws or regulations, Sortlist shall have the right to terminate the Subscription to Paid Services and the Service Provider’s Account without prior judicial recourse and formal notice of default, with immediate effect, and without any compensation. In such case, Sortlist shall notify the Service Provider in writing of the termination of the Subscription to Paid Services and the reasons for such termination.

3.9.2 In case of non-payment of the Paid Services, which constitutes a serious breach of the GTPS, Sortlist shall have the right to terminate the Subscription to Paid Services without prior judicial recourse and with immediate effect, provided that the Service Provider has failed to pay the amount(s) due within fifteen (15) calendar days after the sending by Sortlist of a formal notice of default. In such case, Sortlist shall notify the Service Provider in writing of the termination of the Subscription to Paid Services.

3.10.1 In the event of force majeure lasting more than thirty (30) days and preventing Sortlist from providing the Paid Services, Sortlist shall have the right to terminate the Subscription to Paid Services without prior notice and with immediate effect, provided that Sortlist informed the Service Provider of the existence of the force majeure within a reasonable period of time after the start of its occurrence. Sortlist shall notify the Service Provider in writing of the termination of the Subscription to Paid Services and the reason for such termination.

The Parties agree that force majeure includes, but is not limited to, wars, civil riots, secessions, fire, flood, earthquakes, pandemics, default of a Sortlist’s third-party supplier.

3.10.2 In the event of bankruptcy, liquidation, or winding up of the Service Provider, Sortlist shall have the right to terminate the Subscription to Paid Services without prior notice and with immediate effect. In such case, Sortlist shall notify the Service Provider in writing of the termination of the Subscription to Paid Services and the reason for such termination.

In the event that Sortlist terminates the Subscription to Paid Services in accordance with Articles 3.9 or 3.10, Sortlist shall have the right to keep the total amount due for the provision of the Paid Services during the whole Subscription period. In the event that the Service Provider has not yet paid this total amount at all or in full, it shall be liable to pay the total amount or the remainder to Sortlist within five (5) calendar days of termination.

The above is however without prejudice to Sortlist’s right to claim full compensation for the damage it has suffered.

The Parties agree that any general terms and conditions of the Service Provider are excluded and shall in no case govern the relationship between the Parties.

The Service Provider may not assign or delegate any rights or obligations under the GTPS without Sortlist’s prior written consent. Sortlist may freely assign or delegate rights and obligations under the GTPS, either fully or partially. Sortlist may also substitute, by way of novation, effective upon notice to the User, itself for any third party that assumes its rights and obligations under the GTPS.

The failure by one Party to enforce at any time any provision of the GTPS or to require at any time performance by the other Party of any such provision shall not constitute a waiver of such provision, and shall not in any way affect the validity of the GTPS or any part thereof, or the right of either Party thereafter to enforce any provision of the GTPS.

If at any time one or more provisions of the GTPS is or becomes invalid or unenforceable, in whole or in part, the validity and enforceability of the remaining provisions or part of a provision shall not be affected or impaired in any way to the extent the remainder is not inextricably related to and therefore unseverable from the invalid or unenforceable provision or part thereof.

Please refer to Article 2.29 of the GTU which is applicable.

3.17.1 The GTPS shall be governed by and construed in accordance with Belgian law.

3.17.2 The Courts of Brussels (Belgium) shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the GTPS.