Terms and conditions

1. Definitions

In these terms and conditions, the following terms, whether used in the singular or the plural, have the meaning set out below:

• OXIAE: the service offered under the trade name OXIAE by VDS International S.A., also referred to below as “we” or “us”.
• Customer: the natural person or legal entity that enters into an agreement with OXIAE or receives an offer to do so, also referred to below as “you” or “your”.
• Platform: the online infrastructure of OXIAE, accessible via oxiae.com and its associated (sub)domains, through which requests are received, verified, routed and processed.
• Service: all services to be provided by OXIAE under the agreement, including access to and use of the platform.
• Request (or “lead”): a request or data point of a data subject that is supplied by or through the customer or received via the platform and that is processed within the service.
• Recipient: the party that receives requests via the platform in order to offer its services on that basis.
• Account: the personal, secured environment through which the customer gains access to the platform.
• Agreement: the arrangement between OXIAE and the customer regarding the provision of the service, including these terms and conditions and any supplementary arrangements.
• Data processing agreement: the separate agreement setting out the arrangements for the processing of personal data, as referred to in Article 28 of the GDPR.
• GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).

2. Applicability

These terms and conditions apply to all offers, quotations, agreements and (legal) acts between OXIAE and the customer relating to the service, unless expressly agreed otherwise in writing.

The applicability of any purchasing or other terms of the customer is expressly rejected. Deviations from these terms apply only insofar as they have been confirmed in writing by OXIAE and apply solely to the agreement concerned.

If one or more provisions of these terms prove to be wholly or partly void or voidable, the remaining provisions shall remain in full force. In that event, OXIAE and the customer shall agree, in consultation, on a replacement provision that approximates the intent of the original provision as closely as possible.

3. The service

OXIAE offers an online platform that acts as secure infrastructure for customer acquisition. Through the platform, requests can be received, verified for provenance and consent, routed to recipients according to pre-configured rules and processed, including a complete audit trail.

The service may include, among other things, the following components:

• intake of requests via forms, landing pages and APIs;
• verification and recording of provenance and consent on receipt;
• matching and routing of requests to the right recipient based on rules;
• white-label management of labels, domains, forms and branding;
• dashboards, reporting and an exportable audit trail;
• handling of payouts, acceptances and disputes.

OXIAE provides the service as a best-efforts obligation and undertakes to perform the service with due care and skill. OXIAE is entitled to develop, improve and adjust the content and composition of the service from time to time. The precise scope of the service is set out in the agreement and the accompanying description or chosen package.

4. Account, access & use

In order to use the service, the customer is granted access to an account. The customer is responsible for carefully managing the login credentials and for the use that takes place under their account, including by employees or third parties authorized by the customer.

The customer shall ensure appropriate security measures on their side, including keeping passwords confidential and, where available, enabling two-factor authentication. In the event of a suspicion of misuse or unauthorized access, the customer shall notify OXIAE without delay.

The customer is not permitted to use the service in a manner that conflicts with these terms, with applicable laws and regulations or with the rights of third parties. OXIAE is entitled to limit, suspend or terminate access to the account in the event of a (suspected) violation, misuse or a security risk.

5. Customer obligations

The customer is responsible for the accuracy, completeness and lawfulness of the data and requests they supply or have processed via the platform. The customer warrants to OXIAE that:

• the processing of personal data via the service takes place lawfully and in accordance with the GDPR and other applicable privacy legislation;
• a valid legal basis exists for each supplied request and, where consent is the basis, valid, freely given, specific, informed and unambiguous consent of the data subject has been obtained and demonstrably recorded;
• the provenance of supplied requests is lawful and that requests have not been obtained through deception, unlawful collection, purchased lists without a valid basis or otherwise in breach of the law;
• the data subject was informed in a transparent manner, at the time of collection, about the processing and the sharing of their data with recipients;
• the supplied data does not infringe the rights of third parties and does not contain unlawful, misleading or harmful content.

The customer indemnifies OXIAE against all claims by third parties, including data subjects and supervisory authorities, arising from a failure to comply with the obligations set out in this article. OXIAE is entitled to refuse, block or remove requests if there is reasonable doubt about the lawful processing, the valid consent or the provenance thereof.

6. Rates & payment

The applicable rates and the method of invoicing are set out in the agreement or the chosen package. Unless stated otherwise, all amounts are in euros and exclusive of VAT and any other government-imposed levies.

Invoices are provided electronically unless agreed otherwise. The payment term is fourteen (14) days from the invoice date, unless a different term has been agreed in writing.

In the event of late payment, the customer is in default by operation of law without any notice of default being required. In that case, OXIAE is entitled to charge the statutory (commercial) interest and reasonable collection costs and to suspend the provision of the service until payment has been made in full.

OXIAE is entitled to index the rates annually and, subject to a reasonable notice period, to adjust them. If a rate increase outside the annual indexation exceeds a reasonable percentage, the customer has the right to cancel the agreement as of the date on which the increase takes effect.

7. Term, cancellation & termination

The agreement is entered into for the term set out in the agreement. In the absence of a different arrangement, the agreement is entered into for a period of twelve (12) months and is thereafter tacitly renewed each time for an indefinite period, terminable subject to a notice period of one (1) month effective at the end of a calendar month.

Cancellation takes place in writing or via the functionality provided for that purpose in the platform. Either party may dissolve the agreement in writing with immediate effect if the other party, after a written notice of default and a reasonable period to still perform, fails to fulfil a material obligation.

OXIAE may further terminate the agreement with immediate effect or suspend the service if the customer is declared bankrupt, applies for a moratorium on payments, ceases its business, or in the event of structural misuse or a serious breach of these terms.

Upon termination of the agreement, the right of access to the platform lapses. OXIAE offers the customer the opportunity to export their data for a reasonable period after termination. Thereafter, personal data is deleted or anonymized in accordance with the data processing agreement and the applicable retention periods, subject to any statutory retention obligation.

8. Availability & maintenance

OXIAE endeavours to offer the platform with a high degree of availability, but does not guarantee uninterrupted or error-free availability. Any arrangements regarding a guaranteed service level are set out separately in writing.

OXIAE is entitled to temporarily take the platform wholly or partly out of service for preventive, corrective or adaptive maintenance. OXIAE strives to carry out planned maintenance outside office hours as much as possible and to provide advance notice where this is reasonably possible.

In the event of an acute security risk, a malfunction or another urgent interest, OXIAE may suspend the service immediately and without prior notice, insofar as this is reasonably necessary to prevent or limit damage.

9. Liability

OXIAE’s liability for damage arising from or in connection with the agreement is limited to direct damage and, per event, whereby a series of related events counts as a single event, is limited to the amount the customer paid to OXIAE in the twelve (12) months preceding the event causing the damage, subject to a maximum that may be set out in the agreement.

OXIAE is not liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business interruption, reputational damage or damage resulting from the loss or corruption of data.

OXIAE is in particular not liable for damage resulting from inaccurate, incomplete or unlawfully obtained data or requests supplied by or on behalf of the customer, nor for the consequences of the absence of a valid legal basis or consent on the customer’s side.

The limitations of liability set out in this article do not apply to damage resulting from intent or deliberate recklessness on the part of OXIAE or its managers. A claim for damages lapses if it is not reported to OXIAE in writing within twelve (12) months after it arose.

10. Intellectual property

All intellectual property rights in the platform, the underlying software, the documentation, the design and all other materials developed or made available by OXIAE rest exclusively with OXIAE or its licensors.

For the duration of the agreement, OXIAE grants the customer a non-exclusive, non-transferable and non-sublicensable right to use the service, solely for the agreed purpose. The customer is not permitted to copy, modify, decompile or make the service available to third parties, except insofar as mandatory law permits.

Data that the customer supplies themselves or collects via the platform remains the property of the customer or the relevant rightsholders. The customer grants OXIAE the right to process this data insofar as necessary to provide the service, in each case subject to the data processing agreement.

11. Confidentiality

The parties undertake to keep confidential all confidential information they obtain from each other in the context of the agreement. Information is considered confidential if this is indicated by the other party or if this reasonably follows from the nature of the information.

The confidentiality obligation does not apply to information that is or becomes public without a breach of this obligation, that has been lawfully obtained from a third party without a confidentiality obligation, or that must be provided pursuant to a statutory obligation or an order of a competent authority. In the latter case, the disclosing party informs the other party in advance, insofar as this is permitted.

The parties also impose the confidentiality obligation on employees and third parties engaged by them. This obligation remains in force after the end of the agreement.

12. Processing of personal data

In performing the service, OXIAE processes personal data on behalf of and at the instruction of the customer. In that relationship, the customer acts as the controller and OXIAE as the processor within the meaning of the GDPR.

The arrangements for this processing, including the purposes, the categories of data and data subjects, the security measures, the engagement of sub-processors, the retention periods and the way in which data subject requests are handled, are set out in the data processing agreement. The data processing agreement forms an inseparable part of the agreement.

In the event of any conflict between these terms and conditions and the data processing agreement regarding the processing of personal data, the data processing agreement prevails.

13. Force majeure

Neither party is obliged to fulfil an obligation if it is prevented from doing so as a result of force majeure. Force majeure also includes: disruptions or failures of the internet, telecommunications infrastructure or energy supply, cyberattacks, power outages, fire, flooding, pandemics, government measures, strikes and shortcomings of suppliers or sub-processors.

During the period of force majeure, the obligations of the parties are suspended. If the force majeure continues uninterrupted for more than sixty (60) days, either party is entitled to dissolve the agreement in writing, without any obligation to pay damages arising as a result.

14. Changes to these terms

OXIAE is entitled to amend or supplement these terms and conditions from time to time. Changes are announced to the customer at least thirty (30) days before they take effect, via the platform, by email or in another appropriate manner.

If a change results in a material deterioration of the customer’s position, the customer has the right to cancel the agreement as of the date on which the change takes effect. If the customer does not exercise this right, they are deemed to have accepted the amended terms.

15. Governing law & disputes

The agreement and these terms and conditions are governed exclusively by [governing law, to be determined]. The applicability of the Vienna Sales Convention is excluded.

The parties endeavour to first resolve disputes arising from or in connection with the agreement by mutual consultation. If they do not succeed, disputes are submitted to the competent court in the district where OXIAE is established, unless mandatory law designates a different competent court.