1. Definitions

1.1. "Medhive BV": a private limited liability company under Belgian law, with registered office at Bellestraat 71, 9100 Sint-Niklaas, Belgium, VAT number: BE1011037433, registered in the Belgian Crossroads Bank for Enterprises (KBO).

1.2. "Omniview": a digital evaluation platform (SaaS) developed by Medhive BV, specifically designed for healthcare professionals. It offers an intuitive, secure, and efficient way to conduct 360° evaluations, with the aim of improving performance, providing valuable insights, and supporting professional growth.

1.3. "Accounts": includes both the Client Account and User Account, and all Services related thereto.

1.4. "Client Account": a personal login for the core application, granting the Client access to and use of the Services. The Client Account includes:

(i) an administrative account for creating and managing User Accounts and settings (hereinafter the “Admin Account”);
(ii) a standard account for setting up User Accounts;
(iii) a read-only account providing an overview of User Data uploaded by Users;
(iv) a team-only account providing an overview of User Data uploaded by Users within a specific team.

1.5. "Client": any legal entity that enters into an agreement with Medhive BV regarding the Services, to make them available to its Users.

1.6. "User Account": a personal login within Omniview that grants Users access to the Services. The User Account may provide access to:

(i) submitting evaluations;
(ii) if the User is an admin, managing evaluation moments and reviewers.

1.7. "Services": the software services provided by Medhive BV through Omniview, a digital evaluation platform (SaaS), consisting of:

(i) a core application for 360° evaluations of healthcare professionals, enabling performance assessment and improvement;
(ii) an employee self-service, where employees can access their evaluations and feedback;
(iii) an administrative management system that allows organizations to streamline and simplify the full evaluation cycle.

1.8. "Users": any employee of the Client or any third party designated by the Client who uses the Services within Omniview.

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2. Scope

2.1. All commercial relationships between Medhive BV and the Client are governed by (in descending order of precedence):

(i) where applicable, the written agreement between Medhive BV and the Client (including, but not limited to, the data processing agreement),
(ii) these General Terms and Conditions, and
(iii) Belgian law.

2.2. By ordering the Services or entering into an agreement with Medhive BV—even during registration for the trial period—the Client acknowledges having read and accepted these General Terms and Conditions and the data processing agreement, which is made available as an annex. These General Terms and Conditions shall always prevail over the Client’s terms and conditions, even if the latter claim to be exclusively applicable.

2.3. Medhive BV’s (repeated) failure to exercise any right may only be interpreted as tolerating a particular situation and shall not result in a waiver of any rights.

2.4. The nullity of one or more provisions (or part thereof) of these Terms shall not affect the validity and enforceability of the remaining provisions. In such a case, Medhive BV and the Client shall consult to replace the invalid provision with an equivalent one that aligns with the spirit of these Terms. If no agreement is reached, the competent court may modify the invalid provision in accordance with applicable law.

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3. Offer

3.1. Announcements on the website (www.omniview.be) and/or on Medhive BV’s social media are purely non-binding and may only be regarded by the Client as an invitation to order the Services, unless explicitly stated otherwise.

3.2. Each offer is valid only for:

(i) a specific order and is not automatically applicable to future (similar) orders; and
(ii) the period mentioned in the offer, but never longer than ninety (90) days after receipt of the offer.

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4. Trial Period

4.1. Each potential Client is offered the opportunity to use a free trial of Omniview for 90 calendar days via a trial account. This trial version is solely intended to inform the Client about the functioning and features of the Services. No rights may be derived from access to the trial version.

4.2. After the test period ends, access to the trial version will automatically be terminated, without the User having to take any action.

4.3. If the Client wishes to place a definitive order during or after the trial period, Article 5 shall apply.

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5. Formation of the Agreement

5.1. If the Client has requested a trial version and received a trial account, they may place a definitive order for the Services. Orders can also be placed by email (hello@med-hive.eu).

5.2. To be considered valid, the Client must truthfully provide Medhive BV with certain information, including but not limited to the number of Users.

5.3. An agreement becomes effective as soon as:

(i) the Client receives electronic confirmation of the agreement from an authorized representative of Medhive BV, or
(ii) Medhive BV begins delivering the Services to the Client.

5.4. Medhive BV reserves the right to request additional information regarding the Client, their activities, or creditworthiness. If this information is not provided, Medhive BV reserves the right to refuse or suspend the provision of the Services.

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6. Accounts

6.1. Upon conclusion of the agreement, the trial account is converted into an Admin Account (as part of the Client Account) or the Client receives an Admin Account that provides access to the Services in the form of ‘Software as a Service (SaaS).’

6.2. Through the Admin Account, the Client can create and manage User Accounts based on their needs.

6.3. The Client undertakes to properly inform its Users about the functionalities, limitations, and security measures of the User Accounts and the provisions of these Terms. The Client remains at all times responsible for all use of any Account and must immediately stop and sanction any unauthorized or improper use of the Services of which it becomes aware.

6.4. The Client is solely responsible for taking appropriate security measures to ensure the safety of the Accounts. Medhive BV advises:

• A strong and unique password per account;
• Regular password changes;
• Use of two-factor authentication (2FA).

6.5. Accounts are non-exclusive and non-transferable, except in the case of internal changes as described in Article 6.6.

6.6. The Client may reassign Accounts of former Users who no longer require access to new Users.

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7. Delivery of the Services

7.1. Delivery of the Services is considered complete as soon as the Client has received access to the Admin Account (as part of the Client Account).

7.2. Upon delivery, the Client must perform an initial inspection, including verifying the number of Users. The Client must report any non-conformities to Medhive BV within 48 hours of delivery via the helpdesk or by emailing hello@med-hive.eu.

7.3. If no complaint is submitted within this period, the Client is deemed to have approved and accepted the delivery.

7.4. Unless explicitly agreed otherwise, the expected delivery time is always indicative and non-binding. Exceeding the expected delivery time does not entitle the Client to any penalty, compensation, substitution, or termination of the agreement at Medhive BV’s expense.

7.5. The planned delivery time is automatically void if:

(i) Medhive BV has not received all the required information on time to provide the Services, or
(ii) there is a case of force majeure as described in Article 20.

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8. Provision of the Services

8.1. Medhive BV commits to providing the Services to the best of its abilities and acting as a diligent service provider, in accordance with quality standards solely determined by Medhive BV.

8.2. If problems arise in the provision of the Services, Medhive BV will make all reasonable efforts to resolve them as quickly as reasonably possible, without offering any guarantees.

8.3. Medhive BV has the right to perform regular maintenance and updates. Medhive BV will limit the impact of such activities as much as possible but provides no guarantees regarding the duration of any unavailability. If relevant, Medhive BV will inform the Client. The Client may subscribe to status updates regarding maintenance through their Account.

8.4. Neither problems with the performance of the Services nor maintenance activities entitle the Client to any form of compensation.

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9. Modifications to the Services

9.1. Medhive BV reserves the right to modify the offering and composition of the Services at any time. If relevant, Medhive BV will inform the Client within a reasonable time before such changes take effect.

9.2. The Client may subscribe to status updates in their Account to stay informed of any changes to the Services.

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10. Use of the Services

10.1. The Client acknowledges that the Services may only be used for internal evaluation and feedback purposes within their organization, in compliance with all applicable laws and regulations. The Client commits to properly informing its Users about the correct use of the Services.

10.2. The Client and its Users may not (without limitation):

• Ask other users for their login credentials;
• Log in to another User's Account or attempt unauthorized access;
• Sell, resell, rent, lease, license, or sublicense the Services to third parties;
• Copy, modify, translate, or create derivative works from the Services, except for internal business purposes (such as reports or analyses within Omniview);
• Use any technology that could damage, interfere with, or compromise the Services (e.g., viruses, Trojan horses, worms, time bombs, or cancelbots);
• Attempt to bypass Omniview’s security, including probing, scanning, or testing for vulnerabilities;
• Reverse-engineer, disassemble, or decompile the Services;
• Remove or alter any copyright or proprietary notices of Medhive BV;
• Send unsolicited or commercial messages through the Services, such as spam, junk mail, or chain letters;
• Use the Services for illegal, defamatory, misleading, or offensive purposes, or in ways that infringe upon third-party intellectual property rights.

10.3. The Client shall indemnify and/or hold harmless Medhive BV (and its Users) for:

(i) all direct and indirect damages incurred by Medhive BV or the Services as a result of misuse by the Client or its Users, and
(ii) any claims or legal actions resulting from negligence or errors by the Client or its Users.

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11. Suspension

11.1. Medhive BV reserves the right to suspend one or more Accounts in the following cases:

• In case of late payment, as stipulated in Article 17.2;
• If the use of the Services by the Client or its Users poses a security risk to Medhive BV, the Services, Clients, Users, or any third party;
• If the Client and/or its Users fail to comply with any provision of these Terms.

11.2. Suspension of Accounts does not entitle the Client and/or Users to any form of compensation.

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12. Helpdesk

12.1. If the Client needs assistance or has questions regarding the Services, they may contact the helpdesk.

12.2. The helpdesk is available via:

Email: support@omniview.be

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13. Integrations

13.1. Medhive BV does not guarantee that the Services are compatible with the Client’s integrations and shall not be liable for any (direct or indirect) damage resulting therefrom.

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14. Price

14.1. Services for Clients with fewer than two hundred fifty (250) users are provided by Medhive BV at a fixed monthly rate.
The price for Clients with more than 250 users is determined individually, upon request.

14.2. A User may have multiple Accounts. These additional Accounts are included in the price.

14.3. If the number of Users increases during the term of this agreement, Medhive BV reserves the right to proportionally increase the monthly fee.
If the number of Users exceeds 250, the parties agree to renegotiate the price.
If the number of Users decreases, the Client is not entitled to any price reduction.

14.4. All prices are in euros (€) and exclude VAT and any insurance or administrative costs, unless otherwise agreed. Prices are invoiced annually.

14.5. If prices are based on cost factors such as wages, social charges, insurance, infrastructure, exchange rates, etc., Medhive BV reserves the right to adjust prices if these factors change.
If a price increase occurs, the Client will be notified at least one month in advance by email.

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15. Payment

15.1. Medhive BV reserves the right to request full advance payment before delivering the Services. If the Client does not make the payment on time, the Services will automatically be suspended.

15.2. In all other cases, the Client must pay Medhive BV’s invoices in full within the specified payment term. Payment must be made by bank transfer to the account provided by Medhive BV.

15.3. Invoices may only be disputed within seven (7) days of the invoice date and only via a motivated email containing the following information:

(i) Invoice date
(ii) Invoice number
(iii) Justification of the dispute

15.4. Partial payments will be deemed acceptance of the invoice.

15.5. Payments will be allocated in the following order:

• First to collection costs
• Then to accrued interest
• Lastly to the principal amount

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16. Electronic Invoicing

By entering into an agreement with Medhive BV, the Client explicitly agrees to receive electronic invoices.

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17. Consequences of Non-Payment or Late Payment

17.1. Any invoice that is not paid (in full) by the due date will automatically be increased by:

• A late payment interest of 1% per month, with any started month counting as a full month.
• A fixed compensation of €250 (excl. VAT), without prejudice to Medhive BV’s right to claim higher compensation if the actual damage is greater.

17.2. Medhive BV reserves the right to suspend or cancel the provision of Services and make all other outstanding invoices immediately due.

17.3. This also applies in cases of:

• Imminent bankruptcy
• Judicial or amicable dissolution
• Cessation of payment
• Other signs of insolvency

18. Term and Termination of the Agreement

18.1. Term

18.1.1. The agreement has a duration of one (1) year unless expressly agreed otherwise.
18.1.2. The agreement is automatically renewed for one (1) year unless the Client or Medhive BV terminates the agreement at least fourteen (14) calendar days before the end of the term.
18.1.3. Termination must be sent by email to support@omniview.be and must state the start and end dates of the termination period.

18.2. Termination for Breach or Exceptional Circumstances

Both parties may terminate the agreement without judicial intervention if:

• A party materially breaches the agreement and fails to remedy the situation within twenty (20) days after a formal notice of default.
• Exceptional circumstances arise that make continuation of the collaboration impossible.

18.2.2. Exceptional circumstances include, but are not limited to:

• Bankruptcy, cessation of payment, liquidation, or dissolution of either party.
• Force majeure or hardship lasting more than two (2) months, as described in Article 20.

18.3. Consequences of Termination

18.3.1. Upon termination, Medhive BV will within five (5) working days:

• Deactivate the Client and User Accounts.
• Grant the Client a fourteen (14) calendar day window to export data using the available export tools.
• Return or destroy confidential information.

18.3.2. Articles 21 and 23 remain in effect after termination.

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19. Liability

19.1. Medhive BV’s liability is limited to the lesser of the following two amounts:

(i) the invoiced value of the Services provided by Medhive BV in the year in which the liability arose, or
(ii) the amount paid out under Medhive BV’s insurance policies.

Liability is in any case limited to statutory liability under Belgian law.

19.2. Medhive BV shall under no circumstances be liable for indirect and/or consequential damages, including but not limited to:

• Loss of income
• Damage to third parties
• Damage caused by force majeure/hardship (see Article 20)

19.3. Medhive BV is not liable for damage caused directly or indirectly by any act or omission by the Client or a third party, regardless of whether this is due to fault or negligence.
Medhive BV is also not liable for:

• Damage caused by using the Services for purposes other than those intended or developed for;
• Damage resulting from non-compliance with usage guidelines, advice, or terms;
• Damage due to loss or incorrect use of data by Users, unless the damage is intentional and fully attributable to Medhive BV;
• Additional damage due to continued use of the Services by the Client and/or Users after a defect is identified.

19.4. The Services are provided by Medhive BV on an "as-is" basis (to the extent permitted by law).
Medhive BV does its utmost to inform the Client before and after ordering about the content and features. The Client acknowledges being sufficiently informed and uses the Services at their own responsibility and risk.

19.5. Without prejudice to Article 8, Medhive BV does not guarantee:

(i) that the Services are entirely free of errors or bugs or that they will be resolved within a specific timeframe;
(ii) that the Services will always be available and free of viruses;
(iii) that the Services will function fully in the absence of internet or when used with outdated or incompatible operating systems, browsers, plugins, scripts, or other software/hardware.

19.6. If the Client shares passwords/logins or other confidential information via the Services with a third party, they do so at their own risk. Medhive BV cannot be held liable for any consequences.

19.7. The Client acknowledges that Medhive BV can only be held liable by the Client and not by third parties (e.g., Users).
Accordingly, the Client shall indemnify and/or hold harmless Medhive BV (including its Users) for any claims or damages resulting from:

• The negligence, error, or carelessness of the Client or its Users
• Any claims from third parties arising from use of the Services by the Client or its Users

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20. Force Majeure / Hardship

20.1. Medhive BV is not liable for breaches of obligations due to force majeure or hardship. These include unforeseeable and unavoidable circumstances that prevent Medhive BV from fulfilling the agreement or make performance excessively burdensome.

Examples include (non-exhaustive):

• Cyberattacks or hacking
• War, natural disasters, fire, floods, explosions
• Seizure of goods or assets
• Delays or bankruptcy of third parties Medhive BV depends on
• Staff shortages, strikes, or organizational disruptions
• Terrorist threats or acts

20.2. In the event of force majeure or hardship, Medhive BV may amend or suspend the agreement by simple electronic notice to the Client.
If the situation lasts longer than two (2) months, either party may terminate the agreement without compensation.

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21. Intellectual Property

21.1. Medhive BV is and remains the sole owner of all intellectual property rights related to the Services, software, and associated materials, including (but not limited to):

• Source code, software, and algorithms
• Documents, advice, reports, slides, drawings, and graphics provided to the Client

21.2. The Client only receives a right to use the Services under the agreed terms. No intellectual property rights are transferred.
The Client may not:

• Copy, modify, translate, or create derivative works from the Services
• Request any source code, software, or algorithms from Medhive BV
• Use Medhive BV’s trademarks, logos, or trade names without explicit written permission

21.3. The Client agrees not to take any action that could harm Medhive BV’s intellectual property rights.
If the Client notices any infringement, they must report it immediately to Medhive BV.

21.4. The Client acknowledges and agrees that Medhive BV has the right to use the Client’s name and logo for reference and marketing purposes (e.g., on the website or social media).

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22. Privacy

22.1. Medhive BV as Controller
The processing of (potential) Clients’ personal data by Medhive BV is governed by its privacy policy, available at www.omniview.be.

22.2. Medhive BV as Processor
When processing personal data of the Client’s Users, Medhive BV acts as a processor, while the Client remains the data controller. All processing is governed by a separate data processing agreement.

22.3. By ordering the Services or entering into an agreement, the Client acknowledges that they have read and accepted the data processing agreement.

22.4. Medhive BV reserves the right to collect anonymized metadata solely for the purpose of optimizing the Services. This has no privacy-related consequences.

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23. Confidentiality

23.1. The Client agrees to keep all confidential information received in connection with this agreement strictly confidential and not to use it for any purpose other than performing the agreement.

23.2. If the Client breaches this obligation, Medhive BV has the right to claim €25,000 per breach in damages, without prejudice to the right to claim higher compensation if the actual damage is greater.

23.3. If a separate non-disclosure agreement (NDA) is signed, its terms take precedence in the event of any conflict with this article.

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24. Set-Off

24.1. In accordance with the Belgian Act of 15 December 2004 on Financial Collateral, both parties shall mutually and automatically offset all current and future debts between them.

This means that in the ongoing relationship, only the largest outstanding amount will remain as a net balance.

24.2. This set-off is enforceable:

• Against a trustee in the event of bankruptcy
• Against other joint creditors

Other creditors may not oppose this set-off.

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25. Governing Law & Jurisdiction

25.1. This agreement is governed exclusively by Belgian law.

25.2. All disputes arising from this agreement will be submitted exclusively to the competent courts of the district where Medhive BV has its registered office.

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