Last updated: 2 May 2025

1. General provisions

1.1 Scope and acceptance

These Terms apply to all Services provided by Spotable to its Customers. Any new features that augment or enhance the current Spotable Services are also subject to these Terms.

These Terms contain the entire understanding of the parties on the subject matter hereof. By ordering Services from Spotable or registering an account on the Platform, the Customer agrees to be bound by these Terms. If the Customer does not agree to all provisions contained herein, the Customer should immediately discontinue using the Services.

The application of any deviating terms (for example the Customer’s general terms and conditions of purchase) is explicitly excluded.

1.2 Amendments

Spotable may update these Terms from time to time. When this happens, the “Last updated” date above will be revised. The most recent version becomes applicable immediately and supersedes and replaces all earlier versions. The latest version can always be found on the Spotable website.

Spotable will notify the Customer by email when a material change has been made. If the Customer or User does not agree to the changes, they may terminate the Services within thirty (30) days following the notification. Continued use of the Services after this period constitutes acceptance of the revised Terms.

2. Definitions

2.1 Defined terms

For the purposes of these Terms, the following definitions apply:

• Confidential Information: all information relating to the business, operations and or customers of Spotable, regardless of how disclosed and whether marked confidential, including any information relating to an Intellectual Property Right.
• Customer: any organisation or company that subscribes to the Services.
• Customer Data: any data provided to Spotable or generated through the Platform in connection with the Services, in any format (including text, sound, video or image files), including address lookups, roof measurements and estimations.
• User: any officer, employee or agent of the Customer using the Platform on behalf of the Customer in the framework of the Services.
• Intellectual Property Right: patents, inventions, designs, copyright, database rights, software rights, knowhow, trademarks and trade names, and other similar rights, registered or unregistered, worldwide, including applications, extensions and renewals.
• Personal Data: any information that may lead to the direct or indirect identification of a natural person.
• Platform: the online software application (SaaS) used by Spotable to provide the Services, accessible through the Spotable website.
• Spotable: Spotable BV, incorporated under Belgian law, with registered office at Lentedreef 4, 8520 Kuurne, Belgium, and registered with the Crossroads Bank for Enterprises under company number 1008.603.030.
• Services: roof measurement and estimation services based on LiDAR data that the Customer subscribes to and that are made accessible via the Platform.
• Terms: these General Terms of Service.

3. Delivery of services

3.1 Access and accounts

The Services are delivered via the Platform. To access the Platform, the Customer must create one or more accounts, depending on the number of authorised Users agreed with Spotable.

The Customer is responsible for the accuracy and completeness of information provided through the accounts and for keeping it up to date. The Customer is responsible for managing User access rights and ensuring they remain current.

3.2 Password and credential security

Each account must be protected by a secure password strong enough to prevent unauthorised access. User logins and credentials must be kept confidential, must be individual, and may not be shared among multiple people.

3.3 Account functionality

Through the Customer account, the Customer may:

1. manage and update its information
2. manage its subscription
3. create Users and configure access rights
4. review information on usage of the Services

Changes to the subscription may result in changes to subscription fees.

3.4 Responsibility for Users and misuse

The Customer is responsible and liable for the acts and omissions of its Users and, more generally, for compliance with these Terms. The Customer must immediately notify Spotable and terminate the relevant User’s access if it becomes aware of:

1. any breach of these Terms by a User, or
2. any possible misuse of a User’s credentials

4. Use limitations

4.1 Permitted use

The Services and the Platform may be used only by the Customer in accordance with these Terms and solely for internal business purposes.

4.2 Prohibited acts

The Customer shall not, directly or indirectly (including via authorised Users):

• use the Services or Platform other than for their intended purpose
• use the Services or Platform in any unlawful, illegal, fraudulent or harmful manner, or in connection with any unlawful, illegal, fraudulent purpose or activity
• sell, lease, commercialise, rent, display, license, transfer, disclose, make available, or permit access to the Services or Platform (in whole or in part) to any third party
• modify or create derivative works based on the Services or Platform
• decompile, disassemble, translate, reverse engineer, attempt to reconstruct, identify, discover, copy or create derivative works from the Platform source code or underlying ideas, techniques or algorithms, or disclose any of the foregoing
• encumber the Services or Platform with any security interest
• work around technical limitations in the Services or Platform

5. Limited warranty and liability

5.1 Service standard and disclaimer

Spotable will provide the Services to the best of its ability and with the competence, care and diligence expected of a professional service provider. Spotable does not warrant uninterrupted or error-free Services, nor does it warrant results obtained from use.

Except as expressly set forth in this Article, the Services are provided “as is” and “as available”. Spotable disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Any timeframes are indicative only unless explicitly agreed otherwise.

5.2 Technology-based limitations

The Customer acknowledges that the Services rely on innovative technologies, including AI and LiDAR. Spotable gives no guarantee as to the correctness of results, including 3D measurements. The Customer remains solely responsible to verify the results and their fitness for the intended application.

5.3 Availability and maintenance

Spotable will use commercially reasonable efforts consistent with prevailing industry standards to minimise errors and interruptions. Spotable aims for availability 24 hours a day, 7 days a week.

Temporary interruptions may occur due to scheduled or emergency maintenance, upgrades, repairs (by Spotable or third parties), or causes beyond Spotable’s reasonable control. Spotable will use reasonable efforts to provide advance notice of scheduled disruptions and to minimise disruptions where reasonably within its control.

5.4 Exclusions of liability for availability and customer equipment

Spotable is not liable for lack of availability of the Platform, the Services, Customer Data, or other content, except in cases of demonstrated gross or intentional misconduct or negligence. Spotable is also not liable for failures in the equipment or ancillary services needed to connect to or use the Platform that are provided by the Customer.

5.5 Liability cap and exclusion of indirect damages

To the maximum extent permitted by law, and except in cases of demonstrated gross or intentional misconduct or negligence and injury to body, life or health, Spotable’s total aggregate liability (including its officers, employees and agents) for any claims relating to the Services under these Terms is limited to the subscription fees paid by the Customer during the twelve (12) months preceding the relevant claim.

The Customer and User waive any claims against Spotable (and its officers, employees and agents) for indirect, incidental, special, consequential or exemplary damages, including loss of profits, goodwill, use, data, or other intangible losses, resulting from use of or inability to use the Services.

These limitations apply regardless of the liability regime, including contractual liability, tort liability and strict liability.

5.6 Non-contractual claims against individuals excluded

Any non-contractual liability claim relating to the Services must be filed against Spotable only, and not against its officers, employees or agents. All limitations of liability apply equally to Spotable’s officers, employees and agents.

6. Intellectual property rights

6.1 Ownership and licence

Spotable remains the sole owner and rights-holder of the Services and the Platform and retains all right, title and interest, including all Intellectual Property Rights.

No Intellectual Property Rights are transferred to the Customer or User. The Customer and User have only the access and use rights explicitly granted under these Terms.

6.2 Customer Data licence and indemnity

For the duration of the subscription, the Customer grants Spotable a non-exclusive, worldwide, royalty-free, transferable and assignable right to use, modify, reproduce and display Customer Data (including related Intellectual Property Rights) to provide and improve the Services or Platform.

The Customer represents and warrants it owns all necessary rights or has sufficient licences to allow the use of Customer Data as contemplated.

The Customer will defend, indemnify and hold Spotable harmless from any loss, cost, liability or damage, including legal fees, arising from any claim relating to Customer Data.

6.3 Customer references

Spotable may use the Customer’s trademarks, trade names, logos or other marks for customer references on the Spotable website, social media announcements, or sales presentations. With the Customer’s prior written consent, Spotable may use a detailed case study in presentations or publications.

7. Confidentiality and data protection

7.1 Confidentiality

The Customer must keep Confidential Information obtained through use of the Services strictly confidential and not disclose it to third parties. Confidential Information may be shared only with officers, employees or agents where necessary to perform these Terms and only if they are bound by equally strict confidentiality obligations.

Upon expiration or termination, the Customer must promptly return, destroy, or erase all Confidential Information.

This confidentiality obligation survives for five (5) years after expiration or termination.

7.2 Personal Data roles

When subscribing or registering, the Customer may provide Personal Data relating to itself or its officers, employees or agents. This data is necessary for Spotable to provide the Services and administration. Spotable acts as data controller for this Personal Data and will process it in accordance with Spotable’s Privacy Policy.

Customer Data may also contain Personal Data (for example address owners). For that Personal Data, Spotable acts as data processor on the Customer’s instructions, and a separate Data Processing Agreement (DPA) will be concluded.

7.3 Customer warranties regarding Personal Data

For Personal Data provided to Spotable, the Customer represents and warrants that:

• it complies with all applicable laws relating to collection, use and disclosure of Personal Data
• it maintains and follows a privacy policy that clearly discloses that it uses third-party service providers (such as Spotable) and may disclose Personal Data to them
• it has made all required notifications and obtained all required consents and authorisations from the relevant data subjects for disclosure to a provider like Spotable

8. Term and termination

8.1 Subscription term

Customer access rights to the Platform and Services remain valid for the duration of the subscription as agreed between the parties.

8.2 Renewal and cancellation by Customer

At the end of each billing period, the subscription renews automatically for an equal term unless terminated by the Customer at least thirty (30) days before the end of the current subscription period. The Customer is solely responsible for terminating in time.

8.3 Termination by Spotable

Spotable may terminate a subscription at its sole discretion, without prior judicial intervention and without compensation, if:

1. the Customer breaches these Terms or applicable laws and, if remediable, fails to remedy within fifteen (15) days after written notice
2. the Customer is declared bankrupt, files for bankruptcy, is placed under guardianship, ceases or risks having to cease activities, or otherwise shows signs of insolvency or insufficient financial means
3. authorised law enforcement or government agencies request it

8.4 Effects of termination

Upon termination, Spotable will:

1. immediately stop delivering the Services by terminating Platform access
2. retain Customer Data for thirty (30) days, after which Spotable may delete Customer Data unless the Customer requests return in writing

Once deleted, Customer Data cannot be restored.

9. Miscellaneous provisions

9.1 No waiver

Failure to exercise any right under these Terms is not a waiver of that right. Any waiver must be explicit and in writing.

9.2 Severability

If any provision is unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that the remainder remains in full force and effect.

9.3 Assignment

Customer rights and obligations are not assignable, transferable or sublicensable without Spotable’s prior written consent. Spotable may transfer, assign or subcontract its rights and obligations without the Customer’s prior consent.

9.4 Independent contractors

No agency, partnership, joint venture or employment relationship is created. Both parties are independent contractors. The Customer has no authority to bind Spotable.

10. Choice of jurisdiction and applicable law

10.1 Jurisdiction

Any litigation between Spotable and any other contractual or non-contractual party relating to these Terms shall take place before the Courts of Ghent, Belgium.

10.2 Applicable law

Only Belgian law applies to these Terms. Consumer law and conflict of law provisions do not apply.

‍