General Terms and Conditions for Data Access and Use

Version: 20260919. This English version is a translation of the French version, which prevails in the event of any discrepancy.

These general terms and conditions apply between Matvision SRL, with registered office at Quai sur Meuse 19, 4000 Liège, Belgium, registered with the Crossroads Bank for Enterprises under number 1003.697.996, hereinafter “Matvision”, on the one hand, and the user of the connected Product or related Service, on the other hand.

These general terms and conditions also apply to any third party that obtains access to Matvision’s data following a data access request by a user of Matvision’s connected Products and/or related Services (the “Recipient”).

1. Data access provisions

1.1 The user, or a third party acting on behalf of that user, may access the data relating to the Products and related Services stored on Matvision’s servers, and share it, by submitting an access request by email to info@matvision.eu or through the contact form available at https://matvision.eu/de/contact/, in both cases marked “Data access request (Data Act)”. The information provided by the user or the third party in the data access request and/or in any other email communication with Matvision prior to and in connection with the making available of the requested data must be complete and accurate.

1.2 Matvision may verify the data access request with the user of the Matvision Product and/or related Services within the meaning of the Data Act. As part of such verification process, the information provided by the user or the recipient in the access request or in any other email communication with Matvision prior to and in connection with the provision of the requested data may be disclosed to the user concerned.

1.3 Matvision may refuse to provide data following a data access request if (i) the conditions set out in Article 4 or Article 5 of the Data Act are not met, (ii) the verification of the data access request was unsuccessful or (iii) there are legitimate reasons to doubt the accuracy of the information contained in the access request or in any other email communication relating to the data access request, which could not be resolved after consultation in good faith with the user or the recipient.

1.4 Matvision is not required to verify the identity of, or investigate, any recipient of the requested data specified in the access request, including a recipient that is a third party accessing Matvision’s data following a data access request. The same applies to the email address to which the requested data is to be sent, as specified in the access request.

1.5 Once the data access request has been verified, Matvision will provide the requested data free of charge by email to the destination email address. The data relating to the Products and related Services is made available without any representation or warranty as to the quality or content of the data beyond what is required by Article 4(1) of the Data Act.

1.6 Certain data relating to the Products or related Services may contain Matvision trade secrets. Consequently, your access to such data may be subject to restrictions in accordance with applicable legislation and with Articles 3, 4 and 5 of these terms and conditions.

2. Obligations relating to the use of the data provided

2.1 Where the user has submitted the data access request in its own name, the following provisions apply:

a) Subject to compliance with the applicable confidentiality obligations, the user may use the data made available by Matvision for any lawful purpose and/or, to the extent that the data is transferred to the user or can be retrieved by the user, freely share the data in compliance with the prohibitions set out in Article 4 of these terms and conditions.

b) The user may not use the data obtained on the basis of the data access request to develop a product that competes with the Product from which the data originates, nor share the data with a third party for that purpose. Nor may the user use such data to obtain information on the economic situation, assets and production methods of Matvision.

c) The user may not use coercive means or exploit gaps in the technical infrastructure put in place by Matvision to protect the data in order to access data that has not been disclosed by Matvision or shared with the user.

d) The user may not share the data with a third party which, in accordance with Article 3 of the Data Act, is considered a gatekeeper.

e) The user has the right to share the data with a recipient of its choice located in the European Union. Matvision may however ask the user or the data recipient to provide any necessary additional information. Where Matvision shares data directly with a recipient designated by the user, that recipient is required, as recipient, to comply with and accept these terms and conditions.

f) The user is strongly advised to conclude a contract with the recipient regarding the processing of the data by the latter, in particular to ensure that the recipient processes the data it receives exclusively for the purposes and under the conditions agreed in these terms and conditions with the user. Matvision is not liable for: (i) the user’s choice of a particular recipient, (ii) the absence of such a contract between the user and the recipient; or (iii) any claim, damage or loss resulting from points (i) or (ii), to the extent permitted by applicable law.

2.2 Where the data access request has been submitted by a third party on behalf of a user (hereinafter the “applicant”), or where you are a recipient, the following provisions apply:

a) The applicant and the recipient shall process the data made available to them under Article 5 of the Data Act only for the purposes and under the conditions agreed with the user, and subject to the applicable legislation on the protection of personal data, including the rights of the data subject.

b) The applicant and the recipient shall erase the data when it is no longer necessary for the agreed purposes, unless otherwise agreed with the user as regards non-personal data.

c) The applicant and the recipient are prohibited from:

– providing false information to Matvision, using coercive means or taking advantage of gaps in the technical infrastructure designed by Matvision to protect the data, in order to obtain data;

– making the exercise of the choices or rights provided for in Articles 5 and 6 of the Data Act unduly difficult, including by offering choices to the user in a non-neutral manner or by coercing, deceiving or manipulating the user, or by undermining the user’s autonomy, decision-making or choices, including by means of a digital user interface or a part thereof;

– altering or removing, without Matvision’s authorisation, the technical protection measures put in place by Matvision to prevent unauthorised access to the data and to ensure compliance with these terms and conditions;

– using the data they have received for unauthorised purposes;

– using the data they receive for profiling purposes, even in the cases referred to in Article 22(2)(a) and (c) GDPR, unless this is necessary to provide the service requested by the user;

– making the data they receive available to another third party, unless the data is made available under a contract with the user and provided that the other third party takes all necessary measures agreed between Matvision and the applicant to preserve the confidentiality of confidential information;

– making the data they receive available to an undertaking designated as a gatekeeper pursuant to Article 3 of the Data Act;

– using the data they receive to develop a product that competes with the Product from which the accessed data originates, or sharing the data with another third party for that purpose;

– using the non-personal data relating to a Product or related Service made available to them in order to derive insights about the economic situation, assets and production methods of Matvision, or their use;

– using the data they receive in a manner that adversely affects the security of the Product or related Service;

– disregarding the specific measures agreed with Matvision pursuant to Article 5(9) of the Data Act and undermining the confidentiality of trade secrets; or

– preventing the user, where the user is also a consumer, including on the basis of a contract, from making the data it receives available to other parties.

d) Where the applicant or the recipient is authorised to make the data available to a third party, it shall take appropriate contractual, technical and organisational measures to ensure that: (i) the third party applies at least the same protection measures as those the applicant or the recipient is required to apply under these terms and conditions, and that the third party complies with the protection measures taken by Matvision; (ii) the third party uses the data exclusively in a manner compatible with Articles 2.1 to 2.2(c) of these terms and conditions; and (iii) Matvision has at least the same remedies against the third party as against the applicant or the recipient with regard to the use or disclosure of data prohibited under Article 2.2(c) of these terms and conditions.

e) The applicant and the recipient shall comply without delay with requests from Matvision or from the user to: (i) inform the user of the unauthorised use or disclosure of the data and of the measures taken to put an end to it; (ii) erase the data made available by Matvision under these terms and conditions or obtained unlawfully or illegally, together with any copies thereof; (iii) compensate Matvision, the user or any other protected third party for the damage suffered as a result of the unauthorised use or disclosure of the data; and (iv) cease the production, offering, placing on the market or use of goods, derivative data or services produced on the basis of knowledge obtained through such data, or the importation, exportation or storage of infringing goods for the aforementioned purposes, and destroy all infringing goods, where (a) there is a serious risk that the unlawful use of such data will cause significant harm to Matvision or to the user, or where (b) such a measure would not be disproportionate in light of the interests of Matvision or of the user.

3. Definition of Confidential Information

3.1 For the purposes of these terms and conditions, “Information” means the commercial and/or technical and/or product-related information, in written, textual or digital form, that Matvision has provided or provides to the user or the recipient following a data access request, including but not limited to Matvision’s technical methods and practices, processes, products and services, specifications, models, tools, computer programs, technical information, data, formulas or other related information.

3.2 The Information provided to the user or the recipient may contain certain Matvision trade secrets. For the purposes of these terms and conditions, all information provided by Matvision to the user or the recipient in writing or in any other form is classified as confidential and is therefore considered “Confidential Information” if it is clearly identified as confidential, restricted or constituting a trade secret, or if it is otherwise clearly identifiable as confidential, or if it must reasonably be regarded as confidential due to its content or to the additional information or instructions provided by Matvision.

4. Handling of Confidential Information

4.1 To the extent that the user or the recipient receives Confidential Information from Matvision, the user and the recipient undertake to protect such Confidential Information against any unauthorised use, access and disclosure, and to take reasonable organisational and technical measures to ensure the confidentiality and secrecy of such Confidential Information. The user and the recipient undertake to apply at least the same standards and procedures as those they apply to their own confidential information, but in no case less than the standard of reasonable care. This entails, as a minimum: (i) restricting access to persons who have a legitimate need to use, consult or receive such Confidential Information; (ii) informing recipients of the secret and confidential nature of such Confidential Information and ensuring that they are bound by equivalent obligations of confidentiality and protection of the confidentiality of the Confidential Information (including equivalent restrictions on use and access); and (iii) complying with all other necessary and proportionate measures to preserve the confidentiality and secrecy of the Confidential Information, including but not limited to confidentiality agreements, access protocols, technical standards and/or the application of codes of conduct (collectively, the “protection measures”).

4.2 The user and the recipient shall implement and apply all protection measures and may not alter or remove such protection measures without Matvision’s prior written consent. If the protection measures are insufficient or do not adequately protect the Confidential Information, Matvision may require the implementation and application of additional measures to protect the Confidential Information.

4.3 The user and the recipient shall inform Matvision without delay of any incident that may reasonably be regarded as a situation in which the confidentiality of the Confidential Information has been compromised, and shall use all reasonable means to (i) prevent such circumstances from recurring, (ii) minimise the consequences of such incidents and (iii) restore the confidentiality and secrecy of the Confidential Information.

5. Exclusions from or exemptions to the confidentiality obligations

5.1 The confidentiality obligations do not apply to information which:

a) can be shown to have already been published at the time of its communication to the user or the recipient; or

b) the user or the recipient can prove was already in its possession before being informed thereof by Matvision.

5.2 The user and the recipient are also released from their confidentiality obligations under these terms and conditions to the extent that the user or the recipient can prove that the Confidential Information in question:

a) has been made public other than through the fault of the user or the recipient; or

b) has been lawfully disclosed to the user or the recipient by a third party that has no confidentiality obligation towards Matvision; or

c) has been communicated to the user or the recipient at the request of a court or a competent authority. The user and the recipient shall make every effort to ensure that the court or authority respects the confidentiality of the Information, and are required to inform Matvision immediately of any request for disclosure of such Information, so as to enable Matvision to take timely measures to prevent the disclosure of the Information.

6. Consequences of a culpable breach of these terms and conditions

6.1 The user and the recipient shall indemnify Matvision and hold Matvision harmless against all damages and all third-party claims, of whatever nature, resulting from a culpable breach of these terms and conditions by the user or the recipient.

7. Term and termination

7.1 The rights and obligations provided for in these terms and conditions shall cease to apply:

a) when the Product or related Service is no longer able to generate data; or

b) when the user’s rights concerning the Product or the user’s rights concerning the related Service under the contract with Matvision come to an end; or

c) when the user no longer wishes to share and/or access the data generated by the Product or related Service; or

d) when the user and Matvision so agree.

7.2 Where the user no longer wishes to share and/or access the data generated by the Product or related Service, it shall inform Matvision of its decision by registered mail. These general terms and conditions shall cease to apply one month after receipt by Matvision of the user’s decision.

7.3 By way of exception to Article 7.1, the confidentiality obligations provided for in these terms and conditions shall remain valid for five years.

8. Entire agreement, amendments and severability

8.1 These terms and conditions constitute the entire agreement between the user and Matvision or between the recipient and Matvision with respect to their subject matter and supersede all prior agreements and understandings on the same subject matter between the user and Matvision or between the recipient and Matvision, whether oral or written.

8.2 Subject to any amendment permitted under applicable law, any amendment to these terms and conditions shall only be valid if accepted in writing by the user and Matvision or by the recipient and Matvision, including in electronic form.

8.3 If any provision of these terms and conditions is held to be null, invalid, voidable or unenforceable for any reason, the remaining provisions shall not be affected and shall continue to be valid and enforceable.

8.4 Each provision of these terms and conditions shall be interpreted so as to comply with the Data Act and other laws of the European Union or national legislation adopted in accordance with European Union legislation, as well as any applicable national legislation compatible with European Union legislation from which no derogation by agreement is permitted. In the event of a gap or ambiguity that cannot be resolved in this manner, these terms and conditions shall be interpreted in light of the rules of interpretation provided for by the applicable law.

9. Governing law and jurisdiction

9.1 The contractual relationship is governed by Belgian law.

9.2 In the event of a dispute between the parties arising out of or in connection with these terms and conditions, the courts of Liège shall have exclusive jurisdiction.