GENERAL TERMS AND CONDITIONS noah. (v.9.2025)

Noah. BV (“Noah”), with registered office at Noorderlaan 139
2030 Antwerp, and with company number 1013.196.672, helps organisations to optimally utilise the value of artificial intelligence (“AI”). Noah offers an online platform that analyses business processes through AI interviews with employees, detects relevant AI applications, and links these directly to suitable tools and certified partners (“Software”). These General Terms and Conditions determine the conditions under which the Customer (“Customer”) may use Noah. By placing an order for Noah, the Customer acknowledges that they have read and fully accept these general terms and conditions.

The Customer’s general terms and conditions are hereby expressly declared inapplicable.

1. Subject

   1. These Noah Terms and Conditions set out the terms and conditions under which:

      1. Noah grants the Customer a licence to use the Software; and

      2. the Customer may call on Noah to provide services related to the use and implementation of AI solutions via the Software.

2.  Definitions

   1. Service: a service provided by Noah or an Employee designated by it or a subcontractor designated in consultation with the Customer under this Agreement.

   2. User: any employee or collaborator of the Customer who is granted a licence to use the Platform.

   3. Intellectual Property Rights: all intellectual, industrial and other property rights (whether registered or unregistered), including but not limited to copyrights, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programmes and semiconductors.

   4. Employee: the employee, agent or subcontractor of Noah whom Noah calls upon to provide the Services.

   5. Agreement: Noah’s quotation and the Customer’s order, together with these General Terms and Conditions and its appendices.

   6. Privacy legislation: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as well as all related European and national rules on the protection of personal data.

   7. Software: the Noah platform developed by Noah, possibly supplemented with additional options.

3. Intellectual Property Rights

   1. The Customer expressly acknowledges (1) that all Intellectual Property Rights associated with the Software belong to Noah or a third party with whom Noah has concluded an agreement in this regard and (2) that the Customer does not acquire any control over these rights through the Agreement, nor are these rights transferred to the Customer in any way under the Agreement, with the exception of the rights specified in Article 4.

   2. For all data that the Customer uploads to or otherwise processes using the Software, the Customer hereby grants Noah the right to use the relevant data in the context of the performance of the Agreement, as well as the activities reasonably related thereto.

4. The user licence

   1. Noah grants the Customer, who accepts, a licence to use the Software for the number of Users ordered by the Customer. For each additional User, the Customer must request an additional licence from Noah or create a new user in the Software themselves. Each additional user licence will also be subject to the provisions of the Agreement.

   2. The licence to use the Software comprises a non-exclusive and non-transferable licence to use the Software for the Customer’s internal business purposes throughout the term of the Agreement. The Customer is prohibited from granting sub-licences to third parties, using the Software for the benefit of third parties, communicating it to third parties, making it available to third parties, distributing it to third parties or commercialising it to third parties without the express prior written consent of Noah.

   3. This licence is only granted to the Customer subject to the condition precedent of full payment by the Customer of the fees invoiced by Noah in this context, including VAT.

5.  The licence fee

   1. The Customer pays a fixed annual fee for access to the Noah platform, as agreed in the applicable price list or quotation at the time of concluding the Agreement. In addition to this fixed platform fee, the Customer may purchase credits, with one credit representing one completed AI interview or other licensed source. The price of these credits is determined according to Noah’s price list or quotation valid at the time of ordering. The Customer may purchase additional credits at any time during the term of the Agreement, which will be invoiced at the rates applicable at that time. 

   2. The licence fee is payable upon signing the Agreement and thereafter on each anniversary of this date, unless otherwise agreed in the signed quotation. Noah will send an invoice to the Customer for this purpose each time. These invoices are subject to the payment terms set out in Article 11.

   3. The Customer is free to purchase additional credits during the term of the Agreement, hereinafter referred to as “Upgrades“. These Upgrades can be carried out at any time during the term in the Software itself, by email to admin@noah.support, or by telephone to +32 473 62 43 94. Immediately after placing the order, an additional fee will be charged, according to the price list at that time or according to a signed quotation.

6. The Customer’s obligations

   1. The Customer guarantees that he and his Users, for whom he is responsible:

• will not remove or modify the trademark and copyright notice included in the Software;

• will use the Software in accordance with the licence conditions set out in Article 4.

2. The Customer shall ensure that its hardware and software meet the requirements of web browsers applicable at that time.

3. The Customer also assumes responsibility for ensuring that sufficient security measures are taken for its Users’ devices (e.g. strong password, 2FA, etc.). The Customer also guarantees that it will keep the Users’ password and login details strictly confidential.

7. Processing of personal data

   1. The mutual relationship and obligations between the Customer and Noah as controller and processor respectively are governed by the provisions of the Privacy Legislation, the definitions of which apply. In addition, these provisions are supplemented by Noah’s Privacy Statement and the provisions of these General Terms and Conditions. With regard to the personal data that it will process via the Software, the Customer acts as a controller within the meaning of the Privacy Legislation and will therefore comply with the obligations in this regard. Noah acts as a processor of this personal data.

   2. Noah processes the personal data entered into the Software by the Customer or Users of the Software, in particular the following types of data: name, position, email address, telephone number, mobile phone number and business email address. This data originates from the Customer or the Customer’s employees. Because the Software can be used in a wide range of applications, the above list of personal data is not exhaustive.

   3. The Customer hereby instructs Noah to process the aforementioned personal data on its behalf, which serves to provide optimal use of the Software tailored to the Customer’s needs. In the context of providing optimally functioning Software, this also includes all processing that is reasonably related to this, such as product optimisation and the training of underlying algorithms and artificial intelligence.

   4. Noah will only process personal data for the purposes described above and for legitimate purposes within the framework of its activities as a processor.

   5. As a processor, Noah ensures that the necessary appropriate technical and organisational measures are taken to (i) guarantee a level of security for the personal data that is appropriate to the risk, and (ii) prevent unauthorised persons from accessing the areas where the personal data is processed.

   6. Noah further guarantees that the Employees authorised to process the personal data have undertaken to observe confidentiality.

   7. At the end of the processing services, Noah will, at the Customer’s discretion, either delete all personal data or return it to the Customer, unless storage of the personal data by Noah is mandatory or justified under the Privacy Legislation.

   8. Noah keeps a register of processing activities as described in Article 30 of the General Data Protection Regulation.

8. Additional Services provided by Noah

   1. The Customer may call on Noah to perform certain Services, including the provision of support services, training, etc. If an ordered service entails an additional fee, the Service will, unless otherwise agreed in writing, be provided on a cost-plus or subscription basis at the rate applicable at that time.

   2. The Customer may call on Noah’s helpdesk services. The Customer shall provide Noah with all useful and necessary information to resolve the problem. The Customer shall grant Noah access to their computer and/or their company if this is necessary for Noah to analyse or resolve any problems or incidents arising from the Customer’s use of the Software. Noah’s helpdesk is available by telephone every working day between 8.30 a.m. and 5.30 p.m. (except on public holidays) on +32 473 62 43 94. The helpdesk can also be contacted by email: admin@noah.support.

   3. The Customer shall not enter into any agreements with other ICT suppliers regarding the provision of support services for the Software without Noah’s prior written approval. If, even after Noah’s written consent, the Customer engages another ICT supplier, Noah shall not accept any liability with regard to (i) the work of this supplier, (ii) the integration of its work into the Software, and (iii) the continued proper functioning of the Software.

   4. Noah undertakes to develop periodic updates to the Software.

   5. At the Customer’s request, Noah may also develop upgrades to the Software. In such a case, Noah will provide the Customer with a price estimate for the implementation of the requested upgrade in advance. Noah is not obliged to comply with this request.

   6. If the Customer has commissioned Noah to provide other services that require access to the Customer’s Software environment, Noah shall have administrator access to the Customer’s Software environment at all times. No additional costs will be charged for this licence. Noah expressly declares that it will not grant access to this environment to anyone other than its Employees, unless mutually agreed with the Customer. Noah will not abuse the trust placed in it by the Customer. The Customer expressly grants Noah access to the information contained in its Noah environment for the purpose of performing the Services requested by the Customer.

9.  Liability

   1. Noah undertakes to make every reasonable effort to deliver the ordered Software and Services in accordance with best practice, with the care and expertise that the Customer may expect from a professional supplier, and to ensure that the Software is available to the maximum extent possible. 

   2. Noah shall make every reasonable effort to prevent the Software from containing bugs, computer viruses and/or malware that could disrupt its operation. Nevertheless, Noah cannot be held liable for such problems that, despite its efforts, may still be present in the Software delivered.

   3. Except in cases of fraud, intent or gross negligence, Noah cannot be held liable for any error or negligence on its part or on the part of its appointees in the performance of the Agreement. Noah shall in no event be liable for any consequential damages such as loss of expected profits, decrease in turnover, increased operating costs, loss of clientele, which the Customer or third parties may suffer as a result of any error or negligence on the part of Noah or an Employee.

   4. Noah shall not be liable for errors in the performance of the Agreement due to insufficient or incorrect input by the Customer. Nor shall Noah be liable for loss of or damage to the Customer’s data, unless due to gross negligence on the part of Noah or its employees.

   5. Noah accepts no liability whatsoever for any damage that the Customer may suffer as a result of unauthorised third parties gaining access to the Software due to inadequate security measures taken by the Customer or other errors or negligence on the part of the Customer.

   6. If Noah is nevertheless liable, Noah’s total liability, however serious the error, whatever the cause, form or subject matter of the claim invoking Noah’s liability, shall never exceed the price paid by the Customer to Noah for the Service that gave rise to the damage during the 12 months preceding the damage, with a maximum of 5,000 euros per claim.

10. Complaints and disputes regarding invoices

    1. Complaints regarding the Software and/or Services provided must be reported to Noah no later than 30 calendar days after delivery or provision. In the event of a timely protest by the Customer, the Customer is obliged to cooperate fully with Noah’s investigation of the complaint. If the complaint is correct, timely and justified, Noah has the right to remedy this complaint at its own discretion. 

    2.  The following shall not be considered errors attributable to Noah:

•  errors that occur as a result of changes made by the Customer or by third parties to

• the Software without Noah’s permission,

• errors caused by incorrect, improper or unauthorised use, as well as any damage caused by hardware or system failure, or by failure of interconnected hardware or other system components, shortcomings in the Software that do not impede its use.

• errors in third-party software for which Noah or the Customer has a licence, which are the responsibility of the third-party licensor.

3. Any objection to invoices must be reported to Noah within 14 days of the invoice date.

4. In the absence of a timely protest, the delivery of the Software or Services shall be deemed to have been definitively accepted and the invoices shall be due and payable.

5. Any objection must be substantiated, otherwise the right to defer payment of the invoices will lapse.

11. Payment terms

    1. The fee payable by the Customer to Noah for the use of the Software and/or the services provided may consist of a fixed annual platform fee and/or a variable fee based on credits purchased, services and actual costs incurred, as specified in the applicable price list or quotation.

    2. The fixed annual platform fee is invoiced at the start of each contract year. Unless otherwise agreed, the fee for credits and other services is invoiced monthly, even if they only concern part of the order.

    3. All prices quoted by Noah are in EURO and exclude VAT and costs, unless otherwise stated.

    4. Invoices must be paid within 30 days of the invoice date by bank transfer to Noah’s account number as indicated on the invoice. Each payment will be applied to the oldest overdue invoice and first to the interest and costs due. Any discounts granted will lapse if the payment terms are not respected.

    5. In the event of late payment, the Customer shall, without prior notice of default, be liable by operation of law for default interest of 6% per annum and compensation of 7% of the invoice amount, with a minimum of 125 euros. In addition, the Customer shall also be liable for all collection, reminder and legal costs. Any delay in payment by the Customer shall render all outstanding invoices and sums due immediately payable. 

12. Duration of the Agreement and termination

    1. The Agreement is concluded for 12 months, unless otherwise indicated in the quotation, and commences upon signature of the Agreement by the Customer or on the date on which access to the Software is granted, whichever occurs first (hereinafter referred to as ‘the Term’). If neither Party terminates the Agreement in writing at least 3 months prior to the expiry of its Term, the Agreement shall be tacitly renewed for the same period of 1 year.

    2. Each Party may terminate the Agreement immediately, without notice or compensation, and without prior judicial intervention, on the grounds of a serious breach by the other Party, by registered letter. The following, among other things, shall be considered a serious breach:

• the commission of a serious error by the other Party within the framework of this Agreement;

• the inability of the other Party to comply with the provisions of this Agreement within calendar days of receipt of a notice of default by registered letter;

• in the event of bankruptcy or judicial composition of the other Party;

• in the event of regular payment problems on the part of the Customer (i.e. when at least three invoices from Noah have not been paid by the Customer on their due date).

• unlawful or harmful use of the Software by the Customer or by one or more of its Users; and

• a breach of the confidentiality provisions in accordance with Article 13.2. 

3. If Noah terminates the Agreement in accordance with Article 12.2, the Customer shall owe compensation equal to the licence fee due until the end of the normal Term of the Agreement if the Agreement had not been terminated, without prejudice to Noah’s right to claim higher damages if its actual loss exceeds this compensation. The compensation described above shall be immediately payable.

4. Unless the Agreement has been terminated by either Party by email at least 1 month before the expiry of the current Term, the Agreement shall be tacitly renewed for an additional period of 1 year, under the same conditions.

5. In the event that the Agreement is terminated for any reason whatsoever, the Licence set out in Article 4 of the Agreement shall lapse with immediate effect. From that moment on, the Customer must cease and desist from any access to and use of the Software.

13. Confidentiality

    1. Each Party undertakes to keep confidential, both during the term of the Agreement and thereafter, any confidential information of a commercial, technical, operational or financial nature relating to the other Party or third parties that it learns during the term of this Agreement.

    2. Confidential information includes information that has been designated as such by the other Party or which the other Party can reasonably assume to be of a confidential nature. The Parties shall impose the same confidentiality obligation on their employees and staff members and on any third parties (such as suppliers) engaged by them to perform the Agreement and activities reasonably related thereto.
       In the event of a breach of Article 13.1, the breaching Party shall owe the other Party a fixed compensation of EUR 2,500 per breach. The burden of proof in this regard lies with the Party against whom the breach was committed.

    3. In the event that the Customer discloses confidential information obtained from Noah to third parties, Noah shall be entitled, without prejudice to claiming the compensation specified in Article 13.2, to terminate the Agreement with immediate effect in accordance with Article 12.2, without the Customer being entitled to any compensation.

14. Customer’s property rights

    1. All documents, data, files and information uploaded by the Customer to our software and services remain the property of the Customer at all times. Noah does not claim any ownership rights to these materials. The Customer retains full ownership and control over the uploaded information.

15. Non-Competition Clause

    1. The Customer undertakes not to develop and/or market any activities that compete with Noah in Belgium, the Netherlands and Luxembourg during the Term of the Agreement and for a period of 1 year following its termination.

    2. In the event that the Customer breaches the obligations of Article 15, it shall owe Noah a fixed compensation of EUR 30,000 per breach, subject to Noah’s right to claim higher compensation if the actual damage suffered is higher.

16. Applicable law and disputes

    1. The validity, interpretation and execution of this Agreement shall be governed by Belgian law. Any dispute relating to the conclusion, validity, execution and/or termination of this Agreement shall be settled by the competent court in Antwerp.

    2. However, before resorting to the courts, the Parties shall negotiate in good faith to settle their dispute amicably.

17. Miscellaneous

    1. This Agreement (including its annexes) constitutes the entire agreement between the Parties concerning the subject matter referred to above. This Agreement supersedes and cancels any prior written or oral agreement, agreement, offer, correspondence or proposal concerning the use of the Software and/or the Services. Any amendment or modification to this Agreement shall only be binding if made in writing and duly signed by both Parties.

    2. If any provision of this Agreement, or the performance thereof, proves to be invalid or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect. In such a case, the Parties shall draw up a new provision that achieves the objectives intended by the invalid or unenforceable provision, within the limits of applicable law, and include it in an appendix to this Agreement.

    3. The Customer may only transfer its rights or obligations under this Agreement to a third party with the prior written consent of Noah.

    4. Each Party shall bear its own costs in connection with the conclusion and performance of this Agreement.

    5. A Party shall not be held liable for any failure to fulfil its obligations under this Agreement if the failure is caused by circumstances beyond the reasonable control of that Party, such as fire, flood, strikes, labour unrest or other disruptions in economic life, accidents, embargoes, blockades, legal restrictions, riots, government measures, unavailability of means of communication, terrorist attacks, war, etc. In that case, the performance of the Agreement shall be suspended until the reason for force majeure ceases to exist. However, if the force majeure lasts for more than 3 months, both Parties shall be entitled to terminate the Agreement immediately without the other Party being entitled to compensation.