Terms & Conditions

Jul 16, 2025

Welcome to Highsail. By accessing or using our website, platform, or services, you agree to be bound by these Terms and Conditions, which govern your use of the Highsail technology and services. If you do not agree to these terms, please do not use our platform.

1. Definitions

  • "Vendor" refers to Highsail BV, a private limited liability company incorporated under Belgian law, with registered office at Brusselsesteenweg 6, 9050 Ghent (VAT BE 1017.818.525).

  • "Company" refers to the business entity or individual that enters into a sales order with Highsail.

  • "Vendor Technology" means the Highsail proprietary software, platform, and all related intellectual property as defined in the MSA.

  • "Company Data" refers to all data provided by the Company through use of the Highsail platform.

  • "Services" refers to the access and use of the Vendor Technology and related services as described in a sales order.

2. Use of Services

2.1. Access to the Vendor Technology is provided on a subscription basis as defined in an individual sales order.

2.2. You may not use the Services:

  • For unlawful purposes;

  • To reverse-engineer, tamper with, or commercially exploit the Vendor Technology;

  • To exceed the user or usage limitations defined in your sales order;

  • To distribute or upload malicious or harmful software.

2.3. Subcontractors may only use the platform with written approval from Highsail and under agreed license/user limits.

3. License and Restrictions

3.1. You are granted a limited, non-transferable, non-exclusive license to use the Vendor Technology during the term of your subscription.

3.2. You may not:

  • Share, resell, sublicense or transfer the platform;

  • Attempt to access or derive source code;

  • Remove any proprietary labels or copyright notices;

  • Use the Services to develop competing software.

4. Data and Privacy

4.1. Company Data remains your property. Highsail will only use such data to provide and improve the Services, in accordance with our [Privacy Policy].

4.2. Highsail may collect and use anonymized usage data for product analytics and benchmarking, provided it cannot be linked back to any individual or specific company.

4.3. Confidentiality obligations apply to both parties and remain in force for 5 years after termination of the agreement, or indefinitely in the case of trade secrets.

5. Intellectual Property

5.1. Highsail retains all rights, title, and interest in the Vendor Technology and related materials, including any improvements made during the contract.

5.2. Any ideas, feedback, or suggestions you provide may be used by Highsail without restriction or compensation.

6. Term and Termination

6.1. The standard term of use is one (1) year unless otherwise agreed in a sales order. Unless cancelled 60 days in advance, subscriptions automatically renew for additional one-year terms.

6.2. Highsail or the Company may terminate this agreement in case of material breach (subject to 60-day remedy period) or insolvency, or for convenience with 60 days' notice (fees remain due for committed term).

6.3. Upon termination, your right to access the platform will be revoked, and all Confidential Information must be returned or destroyed upon request.

7. Fees and Payment

7.1. Subscription and service fees are defined in the sales order. Unless otherwise agreed, invoices are due within 30 days of receipt.

7.2. Highsail reserves the right to increase renewal fees by up to 10% annually, excluding any indexation adjustments (e.g. Agoria index).

8. Warranties

8.1. Highsail warrants that:

  • It has the legal right to provide the Services;

  • Services will be performed professionally and in accordance with applicable laws.

8.2. The Company warrants that:

  • It has the authority to use the Services;

  • Its use will comply with applicable laws and the terms herein.

9. Indemnification

9.1. Each party agrees to indemnify the other for third-party claims resulting from their own misconduct, breach of contract, or violations of law.

9.2. Additional indemnity limitations and requirements apply as outlined in the MSA.

10. Limitation of Liability

10.1. Highsail is not liable for indirect, incidental, or consequential damages (e.g., lost profits or data loss).

10.2. Liability is limited to the fees paid in the six (6) months prior to the event giving rise to the claim.

11. Governing Law and Dispute Resolution

11.1. These terms are governed by the laws of Belgium. The courts of Ghent shall have exclusive jurisdiction over any dispute.

12. Force Majeure

Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including but not limited to weather events, strikes, government action, or technical failures.

13. Changes to These Terms

We may update these Terms to reflect changes in legal, technical, or business needs. Updated versions will be posted to this page with a new effective date. Continued use of the Services constitutes acceptance of the new terms.

14. Contact

If you have any questions about these Terms and Conditions, please contact us at info@highsail.com.

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