ROOV General Terms of Use

1. Who are we?

ROOV is developed and provided by Augias Corp. NV, a Belgian public limited company, registered with the Crossroads Bank for Enterprises under number 0670.959.094, with its registered office at Xavier De Cocklaan 70 box 2, 9831 Deurle, Belgium (hereinafter “ROOV”).

Any questions, complaints or reports regarding ROOV may be sent to customercare@roov.app.

2. Definitions

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

“Account”: the personal user account through which a User is granted access to one or more ROOV Services.

“User”: any natural person who lawfully accesses or uses one or more ROOV Services, regardless of whether that person is a Customer, acts for or on behalf of a Customer, or has been granted access by a Customer or another authorised person.

“Terms of Use”: these General Terms of Use of ROOV.

“Customer”: a natural person, company, organisation or other entity that has entered into a separate agreement with ROOV for the use of one or more ROOV Services.

“Professional User”: a User who uses one or more ROOV Services in connection with the activities of a Customer, for example as an employee, representative, lawyer, professional or family administrator, debt mediator, budget manager, social worker or other person acting for or on behalf of a Customer.

“ROOV Business”: the professional digital application through which Customers and Professional Users can, among other things, manage and process case files, financial data, documents, communications, budgets and other information.

“ROOV Budget”: the application through which a User can, depending on the access granted to them, among other things, view information made available through a Customer and share information, financial data or documents with a Customer.

“ROOV Services” or “ROOV”: ROOV Business, ROOV Budget, the Website and any other digital applications, services or functionalities currently offered or offered in the future by ROOV.

“Website”: ROOV’s public website, including www.roov.app.

3. Applicability

These Terms of Use set out the conditions under which a User may use the ROOV Services.

These Terms of Use apply from the moment the User accepts them, for example when creating an Account, upon first signing in or when ROOV requests acceptance at another time.

If, under applicable law, a User cannot validly accept these Terms of Use on their own, Article 5 applies.

Certain ROOV Services or functionalities may be subject to additional terms, consents or information requirements. These apply in addition to the Terms of Use. If such specific terms differ from these Terms of Use in relation to a particular service or functionality, the specific terms for that service or functionality shall prevail.

Merely visiting the public Website does not require an Account and the visitor is not required to accept these Terms of Use. The provisions concerning permitted use, intellectual property, third-party services and liability shall nevertheless also apply, to the extent relevant, to use of the Website.

4. Relationship with the agreement with a Customer

Where a User has access to ROOV in connection with a separate agreement between ROOV and a Customer, that agreement governs the commercial relationship between ROOV and the Customer and the services provided by ROOV to the Customer.

In that case, these Terms of Use govern only the individual User’s use of ROOV.

These Terms of Use do not give an individual User any independent right to, among other things:

• any particular functionality or service;

• any particular level of service;

• support;

• the continued availability of a ROOV Service; or

• the continuation of the agreement between ROOV and the Customer.

The termination, suspension or amendment of the agreement between ROOV and the Customer may affect the User’s access to ROOV.

These Terms of Use do not amend the agreement between ROOV and the Customer, and their acceptance by a User does not impose any additional obligations on the Customer.

5. Users who cannot accept these Terms on their own

If, under applicable law, a User does not have the legal capacity to validly accept these Terms of Use on their own, access to ROOV may only be granted to the extent that such access has been validly authorised by a person who has the authority to do so, such as a parent, guardian, administrator or other legal representative.

Such representative must have the necessary authority in relation to the relevant act and the relevant use of ROOV.

The use of ROOV does not constitute any representation or assessment by ROOV regarding a User’s legal capacity, authority or legal status.

The use of ROOV also does not affect any protection measure imposed by law, by a court or otherwise.

To the extent that a User cannot validly accept these Terms of Use on their own, the conduct, security and usage rules contained in these Terms of Use apply as conditions for access to and use of ROOV.

6. Access and access rights

A User is granted access only to those ROOV Services, data and functionalities for which access has been granted to them.

Where access to ROOV is provided in connection with a Customer’s activities, access may depend, among other things, on:

• the agreement between ROOV and the Customer;

• the User’s role;

• the access rights configured within ROOV;

• the relevant ROOV Service;

• the settings selected by authorised Users; and

• the functionalities available within ROOV.

Where supported by the relevant ROOV Service, a Customer may grant access to, among others, employees, clients of the Customer, protected persons, trusted persons, family members, customers, social workers or other persons involved.

ROOV does not independently determine the legal entitlement of a User to access data managed by or through a Customer.

A decision to grant, restrict or withdraw access to certain data may therefore depend on the powers and responsibilities of the relevant Customer or another authorised person.

7. ROOV Budget

Through ROOV Budget, a User may, depending on the available functionalities and the access rights granted to them, among other things:

• view financial information;

• view balances and transactions;

• view budget information;

• view documents and other information;

• upload documents or other information;

• share financial information and other data;

• receive information or documents;

• communicate with a Customer or Professional User; and

• use other available functionalities.

The information visible or accessible to a User depends, among other things, on the rights and settings applicable to that User.

Where a User shares data, documents or other information with a Customer through ROOV Budget, such information may become part of the case file or records managed by that Customer.

The termination of an Account, access to ROOV Budget or a particular data connection therefore does not automatically mean that information previously shared with a Customer will be removed from that Customer’s case file or records.

The further processing, retention and deletion of personal data is governed by applicable law and the applicable privacy information.

8. Account and security

An Account is personal and may only be used by the person for whom it was created.

The User must:

• provide accurate and up-to-date information where required for the use of ROOV;

• keep their login credentials confidential;

• use a strong and unique password;

• not share their Account or login credentials with others;

• use multi-factor authentication where ROOV offers or requires it;

• take reasonable measures to prevent unauthorised access to the Account;

• follow the security instructions communicated by ROOV; and

• inform ROOV as soon as possible if they suspect that their Account or device has been compromised, or that their login credentials have been lost, compromised or used without authorisation.

The User is responsible for actions carried out through their Account to the extent that those actions are attributable to the User.

The User is not responsible for unauthorised use that cannot be attributed to them.

ROOV may impose reasonable additional security measures where necessary to protect ROOV, Users, Customers or data.

9. Permitted use

The User may use ROOV only:

• for the purposes for which the relevant functionalities are made available;

• within the scope of the access rights granted to them;

• in accordance with these Terms of Use;

• in accordance with applicable ROOV instructions and documentation; and

• in compliance with applicable law and the rights of third parties.

In particular, the User may not:

• attempt to access data, Accounts or functionalities for which no access has been granted;

• circumvent access restrictions or security measures;

• copy, modify, decompile, disassemble, reverse-engineer or reproduce ROOV or its underlying technology without authorisation;

• use ROOV in a manner that may interfere with its security, integrity, availability or proper functioning;

• distribute malicious software, code or other technically harmful content;

• use ROOV for fraudulent, misleading or unlawful purposes;

• remove or modify notices concerning ROOV’s rights or ownership; or

• resell, transfer or otherwise make access to ROOV available to third parties unless expressly authorised by ROOV.

10. Confidentiality and use of data

A User may obtain access through ROOV to confidential, financial, legal, social, personal or other sensitive information.

The User may only access, use, process or share information, documents or data made available through ROOV:

• for the purpose for which access was granted;

• within the scope of their powers and access rights;

• to the extent necessary or appropriate for that purpose; and

• in accordance with applicable law and any professional or statutory confidentiality obligations.

A User may not disclose information accessed through ROOV to third parties without a legitimate reason or appropriate authorisation.

This Article does not affect any stricter statutory, ethical, professional or contractual confidentiality obligations applicable to the User.

11. Information provided by Users

Depending on the ROOV Service used, Users may enter, upload, synchronise or share data, documents, comments, financial information or other content.

A User may only process or share information or documents through ROOV to the extent that they are entitled to do so.

The User is responsible for the information they provide and for its accuracy, to the extent that this can reasonably be expected of the User.

ROOV does not, as a rule, independently verify the accuracy, completeness or timeliness of information provided by a User, Customer or third party.

The operation and results of certain functionalities may depend on the accuracy, completeness and timeliness of the available information.

12. Automated results and artificial intelligence

ROOV may offer functionalities that, among other things:

• extract information;

• structure or classify data;

• perform calculations;

• identify risks or anomalies;

• perform analyses;

• generate alerts or signals;

• prepare summaries;

• assist in preparing documents or reports;

• generate budgets or proposals; or

• produce other automated results.

Certain functionalities may use artificial intelligence or other automated technologies for these purposes.

Such functionalities are intended to support the User.

Unless ROOV expressly states otherwise, automatically generated results do not constitute legal, financial, tax, accounting, investment or other professional advice, including advice in social matters.

Automated results may contain errors, omissions or inaccuracies.

The User must therefore verify information and results where reasonably required, taking into account:

• the nature of the information;

• the intended use;

• the possible consequences of an error; or

• their professional responsibilities.

A Professional User remains responsible for the professional decisions they make.

ROOV does not replace the User in making professional or legal decisions.

13. Payments and external payment environments

Certain ROOV Services may offer functionalities through which payment orders are prepared or forwarded to an external payment or banking environment. ROOV does not itself execute such payments.

Where a payment order is forwarded for final execution to an external environment, such as Isabel, the authorised User must review the payment order in that external environment and, where required, give final approval there.

Before approving the payment order, the User must, among other things, verify that the relevant payment details are correct.

Certain financial functionalities may also be subject to separate terms, consents or statutory information requirements.

14. Intellectual property

ROOV and its licensors retain all intellectual property rights and other proprietary rights in the ROOV Services.

This includes, among other things, to the extent such rights apply:

• software;

• source and object code;

• user interfaces;

• databases;

• algorithms and models;

• methods and methodologies;

• documentation;

• design;

• trademarks and trade names; and

• new versions, developments and improvements.

These Terms of Use do not transfer any intellectual property rights to the User.

To the extent necessary for their lawful use of ROOV, the User is granted a limited, personal, non-exclusive, non-transferable and non-sublicensable right to use the relevant ROOV Service for as long as they lawfully have access to it.

A Professional User may use ROOV in connection with the activities of the Customer for whom they act, within the scope of the access made available to them.

15. Availability, maintenance and development

ROOV is a digital service that is continuously maintained and further developed.

ROOV may modify, improve, expand, replace, temporarily disable or discontinue functionalities.

This may occur, for example, for product, technical, operational, security or legal reasons.

The availability of certain functionalities may depend on external infrastructure, banks, software providers, integrations or other third parties.

Where a User uses ROOV in connection with an agreement with a Customer, any contractual guarantees concerning services, availability, support and service levels are determined by the agreement between ROOV and that Customer.

These Terms of Use do not create any separate service level obligation towards the individual User.

16. Third-party services and integrations

ROOV may connect to or make use of third-party services, data sources, software or infrastructure.

The use of such services may be subject to the terms, instructions or privacy rules of those third parties.

ROOV does not always have control over the availability, operation, data quality or technical limitations of third-party services.

Outages or changes affecting a third party may therefore affect certain ROOV functionalities.

The integration of a third-party service with ROOV does not constitute an endorsement by ROOV of that third party or its products or services, or vice versa.

17. Personal data

Personal data is processed when ROOV is used.

Further information about the processing of personal data and the rights of data subjects is set out in the ROOV Privacy Policy.

Where a User accesses ROOV pursuant to access granted by a Customer, privacy information provided by that Customer may also apply to processing activities for which that Customer is responsible.

These Terms of Use do not amend the Privacy Policy or any separate arrangements concerning data processing.

18. Restriction, suspension and termination of access

ROOV may wholly or partially restrict, suspend or terminate a User’s access to one or more ROOV Services where reasonably necessary, including where:

• access is withdrawn by or on behalf of the relevant Customer;

• the agreement between ROOV and the relevant Customer is restricted, suspended or terminated;

• the User seriously or repeatedly breaches these Terms of Use;

• there is, or there is a reasonable suspicion of, fraud, misuse or unauthorised access;

• there is a security risk;

• ROOV is required by law or regulation to restrict access;

• the User is no longer entitled to use the relevant data or service; or

• the relevant ROOV Service or functionality is discontinued.

Where a breach can be remedied and the circumstances reasonably allow, ROOV may first give the User an opportunity to remedy the breach.

Access may be immediately restricted or suspended for urgent security, fraud, technical or legal reasons.

Termination of an individual User’s access does not automatically terminate an agreement between ROOV and a Customer.

Termination of the Account likewise does not automatically result in the deletion of data that has already become part of a Customer’s case file or records.

19. Liability

ROOV is liable in accordance with applicable law.

To the extent permitted by law, ROOV is not liable for damage arising exclusively from:

• incorrect, incomplete or outdated information provided by a User, Customer or third party;

• use of ROOV in breach of these Terms of Use;

• unauthorised use of an Account that is attributable to the User;

• a decision made on the basis of information where the User should reasonably have understood that verification was required; or

• an outage or failure of a third-party service that is outside ROOV’s reasonable control,

provided that ROOV has not itself been at fault in a way that contributed to the relevant damage.

ROOV is not responsible for the acts, decisions or omissions of a Customer or another User.

Where a User uses ROOV in connection with the activities of a Customer, the separate agreement between ROOV and the Customer determines ROOV’s contractual liability towards that Customer. This provision does not in itself limit any rights granted to the individual User under mandatory law.

Nothing in these Terms of Use excludes or limits liability to the extent that such exclusion or limitation is not permitted under applicable mandatory law.

20. Amendments to these Terms of Use

ROOV may amend these Terms of Use where there is a reasonable basis for doing so, for example as a result of:

• changes to the ROOV Services;

• new or modified functionalities;

• changes to applicable laws or regulations;

• changes to technical or operational requirements;

• security reasons; or

• the need to clarify or update provisions.

Material changes will, in principle, be communicated to the User at least thirty (30) days in advance by e-mail, through ROOV or via another appropriate electronic communication channel.

A shorter notice period may be used where a change needs to take effect sooner, including because of:

• a legal or regulatory requirement;

• a security risk;

• fraud or misuse;

• an urgent technical need; or

• another circumstance in which postponement could not reasonably be justified.

Where applicable law requires the User to expressly accept an amendment, ROOV will request such acceptance.

If a User does not agree with the amended Terms of Use, they may stop using ROOV, without this in itself terminating any separate agreement between ROOV and a Customer.

Amendments to the commercial agreement between ROOV and a Customer are governed exclusively by that agreement.

21. Electronic communications

ROOV may communicate with Users by:

• e-mail;

• notifications within a ROOV Service; or

• other appropriate electronic communication channels.

The User is responsible for keeping the contact details provided to ROOV up to date.

This Article does not affect any statutory or contractual form requirements applicable to a specific notice.

22. Governing law and disputes

These Terms of Use are governed by Belgian law.

Where the User is a consumer, this choice of law does not affect any mandatory protection to which the User is entitled under applicable law.

Disputes relating to these Terms of Use shall be submitted to the court having jurisdiction under applicable law.

Disputes concerning the separate commercial relationship between ROOV and a Customer are governed by the agreement between ROOV and that Customer.

23. Severability

If any provision of these Terms of Use is found to be wholly or partially void, invalid or unenforceable, the remaining provisions shall remain in effect.

To the extent possible, the relevant provision shall be applied within the limits permitted by law or replaced by a valid provision that most closely reflects the purpose of the original provision.

24. No waiver of rights

If ROOV does not exercise, or does not immediately exercise, a right under these Terms of Use, this does not mean that ROOV waives that right.

25. Relationship with other documents

These Terms of Use govern the individual use of ROOV.

They do not replace or amend:

• a commercial agreement between ROOV and a Customer;

• the general or commercial terms forming part of such an agreement;

• technical requirements;

• the Privacy Policy;

• a data processing agreement;

• separate terms applicable to specific services or regulated functionalities;

• separate consents required for certain functionalities; or

• other separately agreed terms.

Where a specific document governs a particular functionality or legal relationship, that specific document applies to that matter.

26. Language

These Terms of Use may be made available in different languages.

The Dutch-language version is the original version. In the event of any discrepancy between different language versions, the Dutch-language version shall prevail, to the extent permitted by law.

27. Contact and complaints

Any questions, complaints or reports regarding ROOV may be sent to:

Augias Corp. NV
Xavier De Cocklaan 70 box 2
9831 Deurle
Belgium

E-mail: customercare@roov.app

ROOV will investigate and respond to complaints within a reasonable period.

Where the User is a consumer, this complaints procedure does not affect their statutory rights to submit a dispute to a competent alternative dispute resolution body or court.

For complaints relating to specific regulated services, separate complaints procedures or competent ombudsman services may apply.