Subscription & License Agreement

1. Acceptance of Agreement (Click-Wrap)

1.1 Manner of Acceptance

This Agreement is presented to You electronically at account registration, checkout, or first login to the Service. By clicking “I Agree,” “Accept,” “Create Account,” or any similar affirmative button, or by accessing or using the Service, You affirm that You have read, understood, and agree to be bound by this Agreement. If You are accepting on behalf of a legal entity, You represent and warrant that You have the authority to bind that entity.

1.2 Recordkeeping

Davanti-WICS maintains a timestamped log of each acceptance event, including the account identifier, IP address, and the version of this Agreement that was presented and accepted. This log constitutes evidence of Your acceptance.

1.3 Updates

Davanti-WICS may update this Agreement in accordance with Section 16.9. Continued use of the Service after such updates constitutes Your acceptance of the revised terms.

1.4 No Agreement, No Access

If You do not agree to the terms and conditions of this Agreement, You may not access or use the Service.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities.
• “Authorized User” means any individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service under this Agreement.
• “Customer Data” means all data, content, and information submitted, uploaded, or otherwise made available by or on behalf of Customer through the Service, including Personal Data.
• “Documentation” means the user guides, help pages, API references, and other technical documentation made available by Davanti-WICS relating to the Service.
• “GDPR” means Regulation (EU) 2016/679 (General Data Protection Regulation) and any applicable national implementing legislation.
• “Personal Data,” “Processing,” “Controller,” “Processor,” “Data Subject,” and “Supervisory Authority” have the meanings given in the GDPR.
• “Service” means the cloud-hosted eCom+ SaaS warehouse management platform, including all APIs, mobile scanning applications, and Documentation, as described on the applicable Order Form.
• “Order Form” means any ordering document, online subscription page, or statement of work referencing this Agreement that specifies the subscription details, fees, and term.
• “Sub-processor” means any third-party engaged by Davanti-WICS to Process Personal Data on behalf of Customer in connection with the Service.

3. License Grant and Restrictions

3.1 License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, Davanti-WICS grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Service during the Subscription Term solely for Customer’s internal business operations in accordance with the Documentation and the applicable Order Form.

3.2 Authorized Users

Customer may permit Authorized Users to access and use the Service on Customer’s behalf, provided that Customer remains responsible for all acts and omissions of its Authorized Users and for compliance with this Agreement. Customer shall ensure that Authorized Users are aware of and comply with the terms of this Agreement.

3.3 Restrictions

Customer shall not, and shall not permit any third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;
2. modify, adapt, translate, or create derivative works based on the Service;
3. rent, lease, lend, sell, resell, sublicense, distribute, or otherwise make the Service available to any third party, except as expressly permitted herein;
4. use the Service to build a competing product or service, or to benchmark the Service against a competing product or service;
5. remove, alter, or obscure any proprietary notices, labels, or marks on the Service or Documentation;
6. use the Service in violation of any applicable law, regulation, or third-party right, or to transmit any malicious code, spam, or harmful content.

3.4 Reservation of Rights

Except for the limited license granted herein, Davanti-WICS retains all right, title, and interest in and to the Service, including all intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.

4. Subscription Term, Fees, and Payment

4.1 Term and Renewal

The initial Subscription Term is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the subscription will automatically renew for successive periods of the same duration.

4.2 Fees and Payment

Customer shall pay all fees as specified in the Order Form. Fees are charged monthly to the credit card on file. Davanti-WICS reserves the right to modify fees upon at least thirty (30) days’ prior written notice, effective at the next renewal period.

4.3 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, including but not limited to VAT, sales tax, and withholding tax. If Davanti-WICS is required to collect or remit taxes, such taxes will be invoiced to Customer.

4.4 Late Payment

If Customer fails to make any payment when due, Davanti-WICS may, after providing reasonable written notice: (a) suspend access to the Service until all outstanding amounts are paid; or (b) terminate this Agreement and delete Customer Data in accordance with Section 13.3.

5. Customer Data

5.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Davanti-WICS.

5.2 Aggregated Data

Davanti-WICS may create and use de-identified, aggregated statistical data derived from Customer’s use of the Service (“Aggregated Data”), provided that such data does not identify Customer or any individual. Aggregated Data may be used by Davanti-WICS for purposes including product improvement, benchmarking, and analytics.

5.3 Customer Responsibilities

Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which Customer acquired such data. Customer shall ensure that its collection and provision of Customer Data to the Service complies with all applicable laws and regulations, including data protection laws.

6. Data Protection and GDPR

6.1 Roles

With respect to Customer Data containing Personal Data: Customer acts as the Controller and Davanti-WICS acts as the Processor, processing Personal Data solely on behalf of and in accordance with Customer’s documented instructions.

6.2 Order of Precedence

The Data Processing Addendum set out in Annex A forms an integral part of this Agreement. In the event of any conflict between the main body of this Agreement and Annex A with respect to data protection matters, Annex A shall prevail.

6.3 Davanti-WICS as Independent Controller

Davanti-WICS acts as an independent Controller with respect to Personal Data processed for its own legitimate business purposes, including billing, fraud prevention, platform analytics, and compliance. This processing is governed by the Davanti-WICS privacy notice available at Annex A — Data Processing Addendum .

6.4 Data Protection Officer

Inquiries regarding data protection may be directed to the Davanti-WICS Data Protection Officer at: info@davanti-wics.com.

7. Confidentiality

7.1 Definition

“Confidential Information” means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product plans, Customer Data, and the terms and pricing of this Agreement.

7.2 Obligations

Each party shall: (a) use the other party’s Confidential Information only for the purposes of exercising its rights or performing its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those herein.

7.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction. A party may also disclose Confidential Information to the extent required by law or court order, provided that the disclosing party is given prompt notice and an opportunity to seek a protective order.

8. Intellectual Property and Feedback

8.1 Our Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, text, graphics, and other content (excluding Customer Data), is the exclusive property of Davanti-WICS and its licensors. All trademarks, service marks, and logos displayed on the Service are the property of Davanti-WICS or their respective owners.

8.2 Feedback License

If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Service (“Feedback”), Customer hereby grants Davanti-WICS a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable license to use, reproduce, modify, and incorporate such Feedback into the Service and any other products or services without restriction or obligation.

9. Service Availability and Support

9.1 Availability

Davanti-WICS shall use commercially reasonable efforts to make the Service available with a target uptime of 99.5%, measured monthly, excluding scheduled maintenance windows and events beyond Davanti-WICS’s reasonable control. Scheduled maintenance will be communicated in advance via email or the Service dashboard.

9.2 Support

Davanti-WICS shall provide support services as described in the applicable Order Form. Support may include email-based assistance during business hours, access to the Documentation, and online help resources.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with all applicable laws in its performance of this Agreement; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

10.2 Service Warranty

Davanti-WICS warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer’s sole remedy for a breach of this warranty is, at Davanti-WICS’s option: (a) repair or replacement of the non-conforming Service; or (b) termination of the affected subscription and a pro-rata refund of prepaid fees.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” DAVANTI-WICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DAVANTI-WICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DAVANTI-WICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Excluded Claims

The limitations set forth in Sections 11.1 and 11.2 shall not apply to liability arising from:

1. a party’s indemnification obligations under Section 12;
2. a party’s breach of its confidentiality obligations under Section 7;
3. Customer’s breach of the license restrictions under Section 3.3;
4. Customer’s payment obligations under Section 4;
5. liability that cannot be limited or excluded under applicable law, including liability for fraud or willful misconduct.

12. Indemnification

12.1 Indemnification by Davanti-WICS

Davanti-WICS shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer’s use of the Service in accordance with this Agreement infringes any third-party intellectual property right, and shall pay any damages finally awarded or settlement amounts agreed upon. If such a claim arises, Davanti-WICS may, at its option: (a) modify the Service to be non-infringing; (b) procure the right for Customer to continue using the Service; or (c) terminate the affected subscription and refund any prepaid fees for the unused portion of the term.

12.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Davanti-WICS from and against any third-party claim arising from or related to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s rights; (b) Customer’s violation of applicable law or regulation; or (c) Customer’s breach of this Agreement.

13. Term and Termination

13.1 Term

This Agreement commences on the date of Customer’s acceptance (as described in Section 1.1) and continues until all subscriptions have expired or been terminated.

13.2 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

13.3 Effect of Termination

Upon expiration or termination of this Agreement: (a) all licenses and access rights granted herein shall immediately cease; (b) Customer shall have a period of thirty (30) days following termination to export its Customer Data from the Service; and (c) after such 30-day period, Davanti-WICS shall delete all Customer Data in accordance with its standard data retention and deletion procedures, unless retention is required by applicable law.

13.4 Survival

The following sections shall survive any expiration or termination of this Agreement: Sections 2, 5, 7, 8, 10.3, 11, 12, 13.3, 13.4, 15, and 16.

14. Export Compliance and Sanctions

Customer represents and warrants that it will comply with all applicable export control and sanctions laws and regulations, including those of the European Union, the United States, and The Netherlands. Customer shall not directly or indirectly export, re-export, or transfer the Service or any data or information obtained through the Service to any country, entity, or person prohibited by applicable export or sanctions laws without first obtaining all required governmental authorizations.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

15.2 Jurisdiction

Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam, The Netherlands.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with all Order Forms and Annexes, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written communications, proposals, and representations.

16.2 Order of Precedence

In the event of any conflict between the documents forming this Agreement, the following order of precedence shall apply: (a) the applicable Order Form; (b) the Annexes; (c) the main body of this Agreement.

16.3 Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, epidemics, government actions, natural disasters, power failures, or internet disruptions.

16.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

16.6 Notices

All notices under this Agreement shall be in writing and sent to the contact information provided in the Order Form. Notices to Davanti-WICS may also be sent to info@davanti-wics.com. Notices shall be deemed received upon confirmed delivery.

16.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

16.8 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce that provision or any other provision in the future.

16.9 Amendments

Davanti-WICS may amend this Agreement by providing Customer with at least thirty (30) days’ prior written notice (including via email or in-app notification). If Customer does not agree to the amendment, Customer may terminate this Agreement by providing written notice before the amendment takes effect. Continued use of the Service after the amendment effective date constitutes acceptance of the amended terms.

16.10 Publicity

Neither party shall use the other party’s name, logo, or trademarks in any publicity, advertising, or press release without the prior written consent of the other party, except that Davanti-WICS may include Customer’s name and logo in its customer list.

A.1 Subject Matter and Duration

The subject matter of this DPA is the Processing of Personal Data by Davanti-WICS in connection with the provision of the Service. The duration of Processing corresponds to the Subscription Term, plus any post-termination retention period described in Section A.11.

A.2 Nature and Purpose of Processing

Davanti-WICS processes Personal Data for the purpose of providing the Service, including order management, inventory management, warehouse operations, shipping and carrier integration, user authentication, and related operational functions.

A.3 Categories of Data Subjects

The Personal Data processed under this DPA may relate to the following categories of Data Subjects:

• Customer’s employees, contractors, and warehouse staff
• Customer’s end customers (order recipients)
• Suppliers and delivery personnel
• Customer’s administrators and Authorized Users

A.4 Categories of Personal Data

The following categories of Personal Data may be processed:

A.5 Instructions

Davanti-WICS shall process Personal Data only on documented instructions from Customer, unless required to do so by EU or Member State law to which Davanti-WICS is subject. In such a case, Davanti-WICS shall inform Customer of that legal requirement before processing, unless prohibited by law.

A.6 Confidentiality

Davanti-WICS shall ensure that all persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

A.7 Security (Article 32 GDPR)

Davanti-WICS shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as described in Annex B. These measures include, as appropriate: (a) pseudonymization and encryption of Personal Data; (b) the ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems; (c) the ability to restore availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing, and evaluating the effectiveness of such measures.

A.8 Sub-processors

Customer provides general authorization for Davanti-WICS to engage Sub-processors as listed in Annex C. Davanti-WICS shall notify Customer of any intended changes to the list of Sub-processors at least fourteen (14) days in advance, giving Customer the opportunity to object. If Customer objects on reasonable grounds, the parties shall discuss a resolution in good faith. Davanti-WICS shall impose contractual obligations on each Sub-processor that are no less protective than those in this DPA.

A.9 International Transfers

Personal Data shall not be transferred to a country outside the European Economic Area (“EEA”) unless an appropriate transfer mechanism is in place, such as an adequacy decision by the European Commission, Standard Contractual Clauses (“SCCs”), or another legally recognized safeguard under Chapter V of the GDPR. The transfer mechanisms for each Sub-processor are specified in Annex C.

A.10 Assistance

Davanti-WICS shall assist Customer in fulfilling its obligations to respond to Data Subject requests (access, rectification, erasure, restriction, portability, and objection) and in ensuring compliance with its obligations under Articles 32 through 36 of the GDPR (security, breach notification, data protection impact assessments, and prior consultation), taking into account the nature of Processing and the information available to Davanti-WICS.

A.11 Data Breach Notification

Davanti-WICS shall notify Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach affecting Customer Data. Such notification shall include: (a) the nature of the breach; (b) the categories and approximate number of Data Subjects and Personal Data records concerned; (c) the likely consequences; and (d) the measures taken or proposed to address the breach.

A.12 Return and Deletion of Data

Upon termination of the Agreement, Davanti-WICS shall, at Customer’s choice, return or delete all Personal Data within ninety (90) days, unless EU or Member State law requires further storage. Customer may request export of its data during the 30-day post-termination period described in Section 13.3.

A.13 Audits and Records

Davanti-WICS shall make available to Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer. Customer shall provide reasonable advance notice of any audit and conduct audits during normal business hours in a manner that minimizes disruption to Davanti-WICS’s operations. Davanti-WICS maintains records of its processing activities in accordance with Article 30 of the GDPR. Davanti-WICS shall be liable for any damages caused by its Processing in accordance with Article 82 of the GDPR.

1. Access Control (RBAC, MFA) — Role-based access control (RBAC) restricts system access to authorized personnel based on their role. Multi-factor authentication (MFA) is enforced for all administrative and production system access. Access rights are reviewed periodically and revoked promptly upon personnel changes.
2. Encryption (TLS 1.2+, AES-256) — All data in transit is encrypted using TLS 1.2 or higher. Data at rest is encrypted using AES-256 encryption. Encryption keys are managed using industry-standard key management practices with regular rotation.
3. Network Security — Network segmentation, firewalls, and intrusion detection/prevention systems protect the infrastructure. Regular vulnerability scanning and patching are performed. DDoS mitigation measures are in place.
4. Application Security — Secure software development lifecycle (SDLC) practices are followed, including code reviews, static analysis, and security testing. OWASP Top 10 vulnerabilities are addressed. Input validation and output encoding are implemented throughout the application.
5. Availability and Resilience — The Service is hosted on redundant infrastructure with automated failover capabilities. Regular backups are performed and tested for recoverability. Disaster recovery procedures are documented and tested annually.
6. Incident Response — A documented incident response plan is maintained and tested periodically. Incident response team members are trained and available. Post-incident reviews are conducted to identify root causes and implement corrective actions.
7. Personnel Security — Background checks are conducted for personnel with access to Personal Data, subject to applicable law. Security awareness training is provided to all employees upon hire and annually thereafter. Confidentiality agreements are in place for all personnel.
8. Sub-processor Oversight — Sub-processors are assessed for their security posture prior to engagement and are subject to contractual security requirements. Sub-processor compliance is reviewed periodically.
9. Data Minimization and Segregation — Personal Data is collected and processed only to the extent necessary for the specified purposes. Customer environments and data are logically segregated from other customers. Retention policies ensure data is not stored longer than necessary.
10. Testing and Assurance — Regular penetration testing is conducted by qualified third parties. Security controls are audited periodically. Results are documented and any identified issues are remediated in a timely manner.

Changes to this list will be communicated to Customer at least fourteen (14) days in advance in accordance with Section A.8 of the Data Processing Addendum.