Version 2.0 — Last updated: 17 April 2026 | Einhoven, the Netherlands
These Terms and Conditions must be read together with the Nederland ICT Terms and Conditions 2014 (filed with the Chamber of Commerce under number 30174840), which are incorporated herein by reference. The Nederland ICT Terms and Conditions apply to all services provided by Sitelucent. Where these Terms and Conditions contain provisions that specifically address a matter also covered by the Nederland ICT Terms and Conditions, the Sitelucent-specific provision shall prevail. The Nederland ICT Terms and Conditions are available here.
1. Definitions
In these Terms and Conditions, the following terms shall have the meanings set out below:
"Authorized User" means any natural person who is authorized by the Customer to access and use the Platform under the Agreement, including employees, contractors, and agents of the Customer.
"Agreement" means the subscription or license agreement concluded between Sitelucent and the Customer, together with these Terms and Conditions, any Order Forms, and applicable annexes.
"Customer" means the legal entity or natural person (acting in the course of a business or profession) that enters into an Agreement with Sitelucent for access to the Platform.
"Customer Data" means any data, content, or materials uploaded, submitted, or otherwise made available by the Customer or its Authorized Users through the Platform.
"Digital Shelf Analytics" means the monitoring, collection, and analysis of product listing data, pricing, availability, content quality, visibility, and related ecommerce metrics across online retailers and marketplaces.
"Documentation" means all guides, manuals, help articles, and other materials made available by Sitelucent describing the use and functionality of the Platform.
"Order Form" means a written or electronic document signed or accepted by both parties specifying the subscription tier, scope of services, number of Authorized Users, fees, and other particulars.
"Platform" means Sitelucent's cloud-based Digital Shelf Analytics and ecommerce monitoring software, including all modules (Product Listings & Availability, Product Pricing, Promotions & Offers, Product Content, Product Visibility, Consumer Feedback), dashboards, APIs, and related services, as described in the Documentation and the Order Form.
"SLA" means the service level agreement governing Platform availability, as set out in Annex 1 or as otherwise agreed in writing.
"Subscription Fee" means the recurring fee payable by the Customer for access to the Platform, as specified in the Order Form.
"Support Services" means the technical and customer success support provided by Sitelucent to the Customer as described in Section 9.
2. Scope and Application
2.1 These Terms and Conditions govern the relationship between Sitelucent B.V., a private limited company incorporated under the laws of the Netherlands, with registered office in Eindhoven, and the Customer.
2.2 These Terms and Conditions apply to all offers, quotations, Agreements, and services provided by Sitelucent, to the exclusion of any general terms and conditions of the Customer, unless Sitelucent has explicitly agreed to their applicability in writing.
2.3 These Terms and Conditions apply exclusively to entrepreneurs and legal entities acting in the course of a business or profession. They do not apply to consumers as defined under applicable Dutch or European consumer protection law.
2.4 The Agreement comes into effect upon the Customer's countersignature of an Order Form or upon the Customer's acceptance via Sitelucent's online onboarding process.
3. Platform Access and License
3.1 Subject to the terms of the Agreement and timely payment of the Subscription Fee, Sitelucent grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term, solely for the Customer's internal business purposes.
3.2 The license is limited to the number of Authorized Users and the scope of services specified in the Order Form. The Customer may not grant access to the Platform to any third party outside its organization without the prior written consent of Sitelucent.
3.3 The Customer shall ensure that all Authorized Users comply with these Terms and Conditions and shall be responsible for any breach by an Authorized User as if such breach were committed by the Customer itself.
3.4 The Customer is not permitted to:
3.5 Sitelucent reserves the right to update, modify, or enhance the Platform at any time. Where a change materially reduces the functionality available to the Customer, Sitelucent will provide reasonable prior notice.
4. Customer Obligations
4.1 The Customer is responsible for maintaining the confidentiality of all access credentials and for ensuring that credentials are not shared with unauthorized persons. The Customer shall notify Sitelucent immediately upon becoming aware of any unauthorized access or use.
4.2 The Customer shall provide and maintain the technical infrastructure necessary to access the Platform, including internet connectivity, compatible hardware, and supported browser software.
4.3 The Customer shall appoint a designated contact person authorized to communicate with Sitelucent on all matters relating to the Agreement.
4.4 The Customer shall cooperate in good faith with Sitelucent's onboarding process and provide accurate and complete product data, SKU lists, retailer configurations, and other information reasonably required to configure the Platform.
4.5 The Customer shall not use the Platform to:
4.6 The Customer is responsible for the management and use of the Platform and for appropriately instructing its Authorized Users, as provided in Article 11.6 of the Nederland ICT Terms and Conditions.
5. Fees and Payment
5.1 The Customer shall pay the Subscription Fee as set out in the Order Form. Unless otherwise agreed, Subscription Fees are invoiced monthly or annually in advance.
5.2 All fees are exclusive of VAT and other applicable taxes, which shall be added at the applicable rate.
5.3 Invoices are due and payable within thirty (30) days of the invoice date, unless a different payment term is specified in the Order Form.
5.4 In the event of late payment, Sitelucent reserves the right to charge statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code, calculated from the due date until the date of full payment. Sitelucent may also suspend access to the Platform after providing fourteen (14) days' written notice if payment remains outstanding.
5.5 Sitelucent may adjust Subscription Fees once per calendar year upon three (3) months' written notice. In the event of a fee increase exceeding five percent (5%) above the increase in the Dutch Consumer Price Index (CPI), the Customer shall have the right to terminate the Agreement with effect from the date the price adjustment takes effect, provided that written notice of termination is received by Sitelucent before the adjustment date.
5.6 All fees paid are non-refundable, except as expressly stated in these Terms and Conditions or required by applicable law.
5.7 Additional services, including extended support, analytics support, onboarding, and custom integrations, are invoiced separately as agreed in the relevant Order Form or statement of work.
6. Intellectual Property
6.1 Sitelucent retains all intellectual property rights in and to the Platform, including all underlying software, algorithms, dashboards, methodologies, Documentation, and know-how. Nothing in these Terms and Conditions transfers any ownership rights to the Customer.
6.2 The Customer retains all intellectual property rights in and to the Customer Data. By uploading Customer Data to the Platform, the Customer grants Sitelucent a limited, non-exclusive license to process and use such data solely to provide and improve the services under the Agreement.
6.3 Sitelucent may collect and use aggregated, anonymized data derived from the use of the Platform for the purpose of improving its services, conducting research, and producing industry benchmarks, provided that such aggregated data does not identify the Customer or its products.
6.4 Trademarks, logos, and other brand elements of Sitelucent may not be used by the Customer without prior written consent.
7. Availability and Service Levels
7.1 Sitelucent targets an average monthly Platform availability of at least 97.5%, measured at the point of delivery to the internet, excluding scheduled maintenance and downtime caused by circumstances beyond Sitelucent's reasonable control.
7.2 Scheduled maintenance will, where possible, be carried out outside business hours (Monday to Friday, 09:00–18:00 CET) and communicated to the Customer at least 48 hours in advance.
7.3 Sitelucent monitors critical system parameters on a continuous basis. In the event of an unplanned outage, Sitelucent will use commercially reasonable efforts to restore service as promptly as possible.
7.4 Availability does not cover:
7.5 Detailed service level commitments, including response times and remedies for availability failures, are set out in the SLA attached as Annex 1.
8. Data Protection and Privacy
8.1 Each party shall comply with all applicable data protection laws, including Regulation (EU) 2016/679 (GDPR) and the Dutch Implementation Act (UAVG), in connection with its obligations under the Agreement.
8.2 To the extent that Sitelucent processes personal data on behalf of the Customer as a data processor, the parties shall enter into a Data Processing Agreement (DPA) as required by Article 28 GDPR. The DPA is attached as Annex 2 or may be agreed separately.
8.3 Sitelucent's collection and use of personal data for its own purposes (e.g., account management, invoicing, product improvement) are governed by Sitelucent's Privacy Policy, available at www.sitelucent.com/privacy.
8.4 The Customer warrants that it has a lawful basis for providing any personal data to Sitelucent and that it has informed any relevant data subjects of such processing as required by applicable law.
9. Support Services
9.1 Sitelucent provides support services during business hours (Monday to Friday, 09:00–18:00 CET), excluding Dutch public holidays. The Customer may contact support via support@sitelucent.com or through the in-platform support channel.
9.2 Standard support includes access to a Customer Success Manager (CSM), onboarding assistance, platform training, and email-based technical support as specified in the Order Form.
9.3 Sitelucent will respond to Priority 1 incidents (complete Platform outage or critical data failure) within four (4) business hours and will provide a status update within eight (8) business hours.
9.4 Sitelucent will respond to Priority 2 incidents (material functional impairment) within one (1) business day.
9.5 Extended support packages, including weekly calls, dedicated analyst support, and custom dashboard management, are available as optional add-ons at the rates specified in the Order Form. Extended support is billed at a minimum of two (2) hours per month at the applicable hourly rate.
10. Confidentiality
10.1 Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") in connection with the Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
10.2 Confidential information does not include information that: (a) is or becomes publicly available other than through a breach of this section; (b) was already known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's confidential information.
10.3 Each party shall use confidential information of the other party solely for the purpose of performing its obligations or exercising its rights under the Agreement, and shall not disclose such information to third parties without prior written consent, except as required by law or regulation.
10.4 Confidentiality obligations survive termination of the Agreement for a period of three (3) years.
11. Liability
11.1 Sitelucent's aggregate liability for all claims arising out of or in connection with the Agreement shall be limited to the total Subscription Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
11.2 Sitelucent shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if Sitelucent has been advised of the possibility of such damages.
11.3 The limitations in Sections 11.1 and 11.2 do not apply to: (a) liability for death or personal injury caused by Sitelucent's negligence; (b) liability for fraud or willful misconduct; or (c) any liability that cannot be limited under applicable mandatory law.
11.4 Sitelucent is not liable for the accuracy, completeness, or timeliness of data collected from third-party retailers and marketplaces, as such data is sourced from publicly available information and is subject to the policies of those platforms.
12. Indemnification
12.1 The Customer shall indemnify, defend, and hold harmless Sitelucent and its officers, employees, and agents from and against any claims, damages, losses, costs, and reasonable legal fees arising out of or relating to: (a) the Customer's use of the Platform in breach of these Terms and Conditions; (b) Customer Data that infringes the rights of any third party; or (c) the Customer's violation of applicable law.
12.2 Sitelucent shall indemnify the Customer against any third-party claim that the Platform, as provided by Sitelucent, infringes any intellectual property rights of a third party in the Netherlands or the European Union. This indemnity does not apply to claims arising from the Customer's modification of the Platform or use of the Platform in combination with third-party products not approved by Sitelucent.
13. Term and Termination
13.1 The Agreement is concluded for the term specified in the Order Form. Unless either party provides written notice of non-renewal at least three (3) months before the end of the then-current term, the Agreement shall automatically renew for successive periods of the same duration.
13.2 Either party may terminate the Agreement immediately upon written notice if:
13.3 Sitelucent may suspend access to the Platform (rather than terminate) in the event of non-payment, subject to fourteen (14) days' prior written notice.
13.4 Upon termination or expiry of the Agreement, the Customer's right to access the Platform ceases immediately. Sitelucent will make Customer Data available for export for a period of thirty (30) days following termination, after which Sitelucent may delete all Customer Data in accordance with its data retention policy.
13.5 Termination does not affect any rights or obligations that have accrued prior to the effective date of termination. Sections 6, 10, 11, 12, and 16 survive termination.
14. Force Majeure
14.1 Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, epidemics, government action, cyberattacks on infrastructure, or widespread internet outages.
14.2 The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.
14.3 If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the Agreement on written notice without liability.
15. References and Marketing
15.1 Sitelucent may, with the Customer's prior written consent as indicated in the Order Form, identify the Customer as a Sitelucent customer on its website, in marketing materials, and in investor communications. Such reference may include the Customer's name and logo.
15.2 The Customer may, upon Sitelucent's prior written consent, identify Sitelucent as a technology partner and use Sitelucent's name and logo in connection with such reference.
16. Governing Law and Disputes
16.1 These Terms and Conditions and the Agreement shall be governed by and construed in accordance with the laws of the Netherlands, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2 Any dispute arising out of or in connection with the Agreement shall be submitted to the exclusive jurisdiction of the competent court in Oost-Brabant, the Netherlands, subject to the right of Sitelucent to apply for interim relief before any competent court.
16.3 Prior to initiating formal legal proceedings, the parties shall attempt to resolve any dispute by good-faith negotiations for a period of at least thirty (30) days following written notice of the dispute by one party to the other.
17. Amendments
17.1 Sitelucent may amend these Terms and Conditions upon thirty (30) days' written notice to the Customer. Amendments do not apply to the current subscription term unless required by applicable law.
17.2 If the Customer does not accept the proposed amendment, it may terminate the Agreement with effect from the date the amendment enters into force, provided written notice of termination is given before that date.
17.3 Any amendment to an Order Form requires written agreement by both parties.
18. Miscellaneous
18.1 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.
18.2 The Customer may not assign or transfer any rights or obligations under the Agreement without the prior written consent of Sitelucent. Sitelucent may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the Customer is notified.
18.3 A failure or delay by either party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.
18.4 The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.
18.5 Notices under the Agreement shall be in writing and delivered by email to the addresses specified in the Order Form, or by registered mail to the registered offices of the respective parties.
Contact & Legal Notices
Sitelucent B.V.
Eindhoven, the Netherlands
Email: legal@sitelucent.com
Support: support@sitelucent.com
Website: www.sitelucent.com
