Welcome to the Clearzi platform, operated by DIGIT 89, a public limited company operating under the trade name Clearzi, with its registered office at Square des Martyrs 1, 6000 Charleroi and registered with the Crossroads Bank for Enterprises under number 0775.289.227 (hereinafter “Clearzi”). The Platform connects suppliers and their professional clients as part of an innovative financing solution.
By accessing and/or using this platform (hereinafter the “Platform”), users agree to comply with these Terms of Use as well as, where applicable, any other applicable terms and rules appearing on the Platform and/or in separate documents. Use of the Platform and, more specifically, prior registration as a supplier or debtor eligible for the services offered by Clearzi constitutes acknowledgement and acceptance of these Terms of Use. If a user does not accept these terms, they may not use the Platform or the services associated with it.
1. Access to the Platform
Access to the Platform's homepage and some of its content may be freely available. However, most pages and features of the Platform are reserved for persons previously registered as a debtor or supplier in accordance with the applicable eligibility criteria.
Personalised and secure access to the Platform is provided using personal credentials chosen by or assigned to the relevant user. Additional identification or authentication procedures may be required to access certain services.
On their Account, each user who has completed the identification process may consult at any time a personalised dashboard showing, in particular, receivables addressed to the relevant debtors and approved by them or, where such information has been provided to Clearzi, receivables that have not yet been approved, including their amount, due date and status in the debtor's accounting records, as well as the latest version of the applicable contractual documents, including these Terms of Use.
Clearzi reserves the right to modify the presentation of the personalised dashboard, the information displayed therein and the Platform's management features. Each user agrees to cooperate in good faith when features are added or changed.
2. Prior identification and registration
Before initial access to certain features or before using certain services, each user may be asked to provide Clearzi with identification information required by applicable legislation and/or by partners involved in providing the services, in particular in relation to anti-money laundering requirements and identification of beneficial owners.
The user acknowledges that providing such information may be a condition for accessing their Account or certain services and agrees to keep this information up to date. They may be asked to confirm its accuracy and completeness. Clearzi reserves the right to request any additional information required by applicable legislation, by the relevant financial partner or by its credit insurer, and the user agrees to provide it as soon as possible.
It is also the responsibility of each relevant debtor or supplier to immediately inform Clearzi of any change relating to users authorised to access its Account, in particular where a user leaves the company or changes role, and to take the corresponding measures.
Failure to comply properly, fully and in a timely manner with identification obligations may result in the immediate suspension of the user's access to their Account and of all or part of the services provided, without prejudice to the consequences provided for by law and by the other applicable contractual documents.
3. Security and safeguarding of access credentials
Each user agrees to preserve at all times the confidentiality and security of their credentials and access codes and to inform Clearzi immediately of any compromise, unauthorised use or security breach affecting their access as soon as they become aware of it.
The user is responsible for the use of their credentials and for the consequences resulting from a breach of their security obligations, subject to any mandatory provisions of applicable law. The user agrees to indemnify Clearzi against any third-party claim directly resulting from such a breach attributable to the user.
4. Prohibition on compromising the integrity of the Platform
It is strictly prohibited to compromise the integrity of the Platform, including by disrupting its operation or reproducing all or part of its content without Clearzi's prior written authorisation.
Use of the Platform entails, in particular, a prohibition on:
- a. using the Platform where the corresponding Account has been suspended, for any reason;
- b. publishing or transmitting inaccurate, misleading or fraudulent information on the Platform;
- c. unlawfully damaging the reputation of the Platform or Clearzi;
- d. circumventing or compromising the systems, controls or mechanisms implemented by Clearzi;
- e. allowing another person to use one's personal credentials;
- f. violating any applicable law or regulation, third-party rights or rules applicable to the Platform;
- g. altering or modifying the structure or content published on the Platform, including in violation of the intellectual property rights of Clearzi or third parties;
- h. downloading or reusing substantial parts of the Platform, or systematically or regularly downloading or reusing non-substantial parts thereof;
- i. using personal data accessible through the Platform to send unsolicited communications (“spam”) or to carry out any unlawful processing;
- j. distributing viruses, malware or any other technology likely to harm the proper operation of the Platform or the interests of its users.
5. Breach of the Terms of Use
Clearzi uses reasonable efforts to ensure the proper operation of the Platform and associated services and to maintain a user-friendly and secure environment. Users are invited to report to Clearzi any issue or conduct likely to breach applicable legal provisions or these Terms of Use.
Generally and without limitation, if Clearzi considers that a user is in breach of these Terms of Use, Clearzi reserves the right, depending on the nature and seriousness of the breach, to restrict, suspend and/or terminate all or part of the services provided to that user, without prejudice to Clearzi's other rights.
6. Limitation of liability
Although Clearzi uses reasonable efforts to ensure the quality of the information available on the Platform, it does not guarantee its accuracy, completeness, usefulness or timeliness, except where such information falls directly within its responsibility pursuant to a mandatory legal or regulatory obligation.
Despite the measures taken to ensure operation that is as smooth and continuous as possible, Clearzi does not guarantee that access to the Platform, its content, availability or features will be free from interruptions or malfunctions. Subject to mandatory provisions of applicable law, Clearzi may not be held liable for acts or omissions of other users or for interruptions or malfunctions resulting from circumstances not attributable to it.
Clearzi may not be held liable for the content of third-party websites to which hyperlinks on the Platform refer. The presence of a link to a third-party website does not imply any approval of its content or any quality guarantee by Clearzi.
For technical, maintenance, security or any other legitimate reason, Clearzi may temporarily or, where circumstances justify it, permanently suspend the availability of all or part of the Platform. To the extent reasonably possible, Clearzi will endeavour to inform users in advance.
In the event of a dispute relating to the use of the Platform, in particular concerning evidence of electronic transactions or the conclusion of applicable contracts, technical data and electronic logs retained by Clearzi may be used as evidence in accordance with the applicable rules of evidence.
Subject to mandatory provisions of applicable law, Clearzi may not be held liable for indirect damages, including loss of profits, turnover, opportunities, time, income or data.
Subject to mandatory provisions of applicable law and any specific limitations set out in the applicable contractual documents, Clearzi's total liability towards a registered user is limited to the amount of service fees invoiced in connection with the relevant contractual relationship during the twelve months preceding the event giving rise to liability. Towards any other person, Clearzi's total liability is limited to the higher of (a) the total amounts paid to Clearzi by that person during the six months preceding the claim and (b) EUR 15,000.
Each user agrees to indemnify Clearzi, its agents, employees and representatives against third-party claims directly resulting from a breach of these Terms of Use, a document incorporated herein by reference, an applicable legal provision or the rights of a third party, where such breach is attributable to the user.
7. Intellectual property
All content of the Platform, including graphics, logos, buttons, images, code, databases, icons, text and other elements, as well as the structure of the Platform, its organisation, presentation and arrangement of its data and tabs, is protected by applicable intellectual property rights and belongs to Clearzi and/or the relevant third parties.
Nothing in these Terms of Use grants the user any ownership right over these elements. Any unauthorised reproduction, extraction, reuse, adaptation or exploitation is prohibited, subject to exceptions provided by law.
8. General provisions
- 8.1. If one or more provisions of these Terms of Use or of the documents incorporated herein by reference are declared unlawful, invalid or unenforceable by a judicial or administrative decision, the remaining provisions shall remain fully applicable. To the extent possible, the relevant provision shall be replaced by a provision having an equivalent effect.
- 8.2. Clearzi's failure to act following a breach of these Terms of Use does not constitute a waiver of its right to act in the event of a subsequent breach.
- 8.3. These Terms of Use and the documents incorporated herein by reference may be amended. Amendments will be brought to users' attention by an appropriate means. Where the nature of the amendment or applicable regulations so require, the user will be asked to renew their acceptance.
- 8.4. Each party acts in its own name and on its own behalf. The parties are independent and nothing in these Terms of Use creates a relationship of subordination, mandate, agency or any similar relationship between Clearzi and registered or unregistered users.
- 8.5. Users acknowledge that Clearzi's rights and obligations arising from these Terms of Use and the documents incorporated herein may be transferred to a third party in connection with a merger, transfer, acquisition, restructuring or similar transaction, in compliance with applicable regulations.
- 8.6. The Platform is operated by DIGIT 89 SA, operating under the trade name Clearzi, with its registered office at Square des Martyrs 1, 6000 Charleroi and registered with the Crossroads Bank for Enterprises under number 0775.289.227.
- 8.7. Unless otherwise stated, any notice to Clearzi may be sent by email to compliance@clearzi.com or by post to its registered office. Any notice from Clearzi to a user may be sent to the email address provided during registration or recorded in their Account.
- 8.8. The Platform, its operation and its use are governed by Belgian law. Subject to any mandatory jurisdiction rules, the French-speaking courts of Brussels shall have jurisdiction over any dispute relating to access to and/or use of the Platform. Before commencing judicial proceedings, the parties shall, where appropriate, endeavour to seek an amicable solution.