ONYX ONE TERMS OF USE
Welcome and thank you for using the Onyx One platform (the “Platform”) and the Onyx One website (the “Website”). These Terms of Use (“Terms of Use”) are concluded between Onyx Virtual Academy BV, a company incorporated under Belgian law, having its office at 9220 Hamme, Stationsstraat 16, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen or KBO) under enterprise number 0817.701.288 (“Onyx”, “we”) and the User (“User”, “you”) (together, the “Parties”). These Terms of Use outline our agreement with you, as supplemented by our Privacy Policy and Cookie Policy. When you use our Services, you are agreeing to our Terms, so please take a few minutes to read over the Onyx Terms of Use below.
We may modify these Terms of Use from time to time. In the event of a material modification of the Terms, we will notify you of any such change by email or notice on the Website and will note the date of the last change. If you use the Website or Platform after these updates are posted, you will be deemed to accept these changes and agree to be bound by them. This version of the Terms of Use was last modified on 31 March 2026.
“Client” means any entity that uses the Service either for contractor management or for learning management purposes
“Customer” means a Client or a Contractor
“Confidential Information” means all technical, functional, technological, commercial, economical, operational, strategic, business and financial information in any form (verbal or in writing, digital or not) which directly or indirectly concerns a party or its business
"Content" means any information such as certificates, accident statistics, insurance policies, (training) videos, (personal) data of employees, texts, manuals, messages, graphics, images, Links, materials or any other data
“Contractor” means any entity that needs to take training and/or that needs to prove its qualifications in order to start a partnership with a Client
“Intellectual Property Rights” means all worldwide intellectual property rights, whether registered or not, including but not limited to copyrights, rights to software, trademarks and service mark rights (including all goodwill embodied therein), rights to semi-conductor products, database rights, patent rights, domain names, design rights, knowhow, trade secrets, and all other intangible property rights and all rights related thereto, including but not limited to the rights to use, prosecute, register and enforce the Intellectual Property Rights
“Link” means any direct or indirect reference, URL or hyperlink to a website not managed by Onyx
“Profile” means a User account on Onyx One, created after registration, and containing User Content
“Service” or “Onyx One” or “Platform”, means the service as described in article 3 of these Onyx Terms of Use, and all other services related thereto
“Suspension Period” means the ninety (90) calendar day period following the expiration of a User’s subscription license, during which the Profile is hidden from Clients, but User Content remains accessible to the User for license renewal or consultation.
“Terms of Use” or “Terms” means the Onyx One Terms of Use
"User" means an employee, work-for-hire or agent of a Customer
"User Content" means all Content that a User uploads, downloads, posts, publishes, exchanges, submits or consults via Onyx One and/or his Profile
Upon registration you are asked to tick off a box stating you have read and accept the Terms of Use. By ticking off that box, you are entering into a legally binding agreement with Onyx.
You acknowledge that Onyx only provides the Service under the present terms and conditions. If you do not agree with the Terms of Use, do not tick off said box and do not access or otherwise use any of our Services.
The amendments to the Terms will take effect as of the date indicated in the notification.
This version of the Terms was last updated on 28 October 2024.
The Services constitute an online platform, Onyx One.
On the one hand, Onyx One is an online contractor management tool that connects Clients with Contractors. Onyx One facilitates the exchange of User Content provided by Contractors to Clients and makes certain publicly accessible data easily available. On the other hand, Onyx One is a learning management system that enables Users to plan and manage internal and external training programs.
The Service of Onyx merely consists of the provision of the Onyx One Platform for the exchange of User Content between Customers. Onyx does not in any way control, verify or review the correctness, accuracy, completeness, quality, lawfulness or timeliness of the User Content available, accessible or exchanged via the Platform. You understand and agree that Onyx is not responsible for Content, for the unauthorized (or mis)use of or reliance on it, or for any transaction between a User and any other User or third party.
Onyx makes reasonable efforts to keep the Services accessible and operational in accordance with standard industry practice. Onyx provides the Service “as is” and “as available”, without express or implied warranty or condition of any kind. To the fullest extent permitted by applicable law, Onyx makes no representations and disclaims any warranties or conditions of satisfactory quality, fitness for a particular purpose or non-infringement.
The User acknowledges that the Service may be temporarily interrupted or inaccessible, in whole or in part, due to maintenance, updates, and technical reasons or any other reasons. The User also acknowledges that Onyx reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service.
In the event of a material modification of the Service which adversely affects the User, Onyx shall notify the User through a notification on the Platform or a durable medium (such as an email).
Onyx provides a helpdesk for support assistance to the User by means of our integrated chatbot and support tickets. Onyx shall take reasonable measures to respond adequately to support requests. Onyx also provides a call-back service for registered users who reserve a timeslot in our dedicated support agenda.
Onyx takes reasonable security measures according to standard industry practice to prevent and protect User Content from unauthorized access, use or disclosure. Onyx will take reasonable steps to recover and prevent further disclosure of User Content in case of unauthorized access, use or disclosure.
To use the Service, a User must register for the Service and create a Profile. It is the User’s responsibility to keep its information accurate. When you create a Profile with us, you must provide us with information that is accurate, complete and current at all times. Failure to do so will constitute a breach of the Terms of Use, which may result in immediate termination of your Profile.
The User uses the Service at its own risk and is responsible for anything that happens through its Profile.
To ensure the Platform remains secure, and User Content remains accurate and up-to-date, Customers require an active subscription license.
Upon expiration of a subscription license, the Customer will automatically enter a “Suspension Period” of ninety (90) calendar days. During this Suspension Period, User Content remains accessible to the User for consultation or renewal purposes, but the Profile and associated User Content will be hidden from and inaccessible to Clients. For the avoidance of doubt, the Suspension Period shall not apply in the event of termination for cause by Onyx.
If the subscription license is not renewed within the aforementioned Suspension Period, Onyx reserves the right to permanently delete the Profile and all associated User Content to comply with data minimisation principles under applicable data protection legislation.
Onyx shall not be liable for any loss of data, loss of business opportunities, or any other damages resulting from the User’s failure to renew the subscription license or the subsequent deletion of the Profile after the Suspension Period.
Onyx grants you a non-exclusive, limited, non-sublicensable and non-transferable right to use our Platform, subject to the limitations set forth in these Terms of Use and any other limitations communicated by us in writing. Nothing in these Terms of Use prohibits Onyx from providing our Platform to others.
Except for the limited rights expressly granted below, we reserve all right, title and interest in and to our Platform, including all associated intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Platform, use of the Platform or access to the Platform without our express written consent. You may not duplicate, copy or reuse any part of the visual design elements without our express written consent.
User may upload, create and provide content to Onyx on its own ("User Content"). To the extent you upload, create or otherwise provide User Content to us, you grant Onyx a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such User Content as may be necessary or useful to provide and maintain the Services. Onyx reserves the right, but is not obligated, to review and remove User Content that is deemed to violate the provisions of these Terms of Use or otherwise inappropriate, third-party rights, or applicable laws or regulations.
You agree not to submit or transmit any material that is unlawful, threatening, defamatory, libelous, obscene, pornographic, or discriminatory, or that could otherwise violate any law, regulation or rule, or these Terms of Use. You are solely responsible for the material you post on the Platform. You further agree not to upload, email, post or transmit to, or distribute or otherwise publish through, the Platform any material that interferes with the normal operation of the Platform, including posting or otherwise transmitting material unrelated to the subject matter at hand or that otherwise restricts or inhibits any other user from using the Platform. Through your use of the Platform, you may submit and/or we may collect certain limited information about you and your website use in accordance with our Privacy Policy. We will use such information for the purposes set forth in the terms of our Privacy Policy.
The User represents and warrants that it has the right, power and authority to use the Service and to submit, exchange or otherwise use or make available User Content.
To create your Profile, log in or participate in the Platform, you must agree to the terms and conditions set forth below. Failure to qualify and continuously comply with any of the following terms and conditions constitutes a violation of these Terms of Use and may result in the suspension or termination of your Profile and permission to use the Platform. In particular you agree that:
· You are of age to give legal consent. We expressly reserve the right (but have no obligation) to request proof of your age at any time;
· All information you provide to us in your registration form for the purpose of establishing your Profile will be true and correct and you will promptly notify us of any changes to such information;
· Your Profile is solely for your use and may not be used by any third party. You may not allow any third party to use your Profile, password, login or user ID to access or use the Website, the Platform, or for any other purpose. We take no responsibility for any third-party access to your Profile. You must immediately notify us of any unauthorized use of your password and identification and/or breach. You accept responsibility for all activities that occur under your Profile, username or password and all such use is deemed authorized by you. You are responsible for the security of the password you use to access the Platform and for all activities or actions under your password, whether your password is with our Platform or with a third-party service;
· You have verified and determined that your use of the Website and Platform does not violate any law or regulation in any jurisdiction applicable to you. It is your sole responsibility to ensure that this is the case;
· You will not copy, redistribute, reproduce, transfer, sell, rent, license, sublicense, lease or make available to the public any part of the Service or the Content, or otherwise make use of the Service or Content which is not permitted under or contemplated by these Terms, or violates the applicable law or rights of third parties;
· You will not use the Service to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability or to submit false or misleading information;
· You will not intentionally distribute worms, Trojan horses, corrupt files or other items of a destructive or misleading nature or use the Website or Platform for illegal, invasive, infringing, defamatory or fraudulent purposes; and
· You will ensure that all use of your Profile is in full compliance with these Terms of Use.
The User shall not engage in any activity that conflicts with the present Terms or with any applicable law.
The User is solely responsible for all User Content that it provides and for the use made of its Content.
The User represents and warrants that the User Content it provides, submits, uploads, publishes exchanges or otherwise makes available via the Platform (i) is correct, accurate, complete and lawful, (ii) is not fraudulent, false, deceptive, misleading, inaccurate or otherwise irregular and (iii) does not infringe, misappropriate or violate a third party’s intellectual property or proprietary rights or other rights such as rights of publicity, privacy or data protection, or result in a violation of any applicable law or regulation.
Onyx reserves the right at its sole discretion to remove or disable access to any User Content for any reason, including but not limited to User Content that violates these Terms.
The User shall use appropriate security precautions. The User is solely and fully responsible for keeping its password confidential and secure. If the User believes there has been unauthorized access to its Profile by third parties or if any username or password is lost, it shall notify Onyx immediately and change the password as soon as possible.
The User shall not (i) impersonate or misrepresent its affiliation with any other person, entity, or User, (ii) provide malicious User Content such as malware, trojan horses, or viruses, or (iii) engage in any activity that interferes with or in any way disrupts the Services, Onyx’s computer systems, network or any of Onyx’s security components, authentication measures or any other protection measures applicable to the Service, the User Content or any part thereof.
Without prejudice to article 8, Onyx is entitled to temporarily suspend the Services in whole or in part without compensation and without intervention by the courts if (i) it reasonably believes that the Services are being used in breach of the Terms, (ii) Onyx must suspend the Services according to applicable law, (iii) Onyx determines on reasonable grounds that the provision of the Services is prohibited by applicable law or has become impractical for any legal or regulatory reason, or (iv) there is another event for which Onyx believes that the suspension of the Services is necessary to protect its Users.
Onyx will use commercially reasonable efforts to give the User advance notice of such suspension, unless it determines on reasonable grounds that a suspension on shorter notice is necessary to protect Onyx or its other clients from imminent and significant operational or security risk. Onyx is entitled to terminate its Services with immediate effect if suspension of the Services by Onyx pursuant to this article exceeds a period of thirty (30) calendar days.
Onyx undertakes to handle the personal data in accordance with the provisions of the applicable data protection legislation, including but not limited to Regulation 2016/679 on the protection of natural persons regarding the processing of personal data and on the free movement of such data.
Personal data shall be stored and processed within the European Economic Area (EEA) or in a country providing an adequate level of protection as recognised by the European Commission, or, where applicable, in compliance with applicable data protection laws, including through appropriate safeguards such as the European Commission’s standard contractual clauses.
If personal data of Users are processed in the performance of the Services, Onyx shall be regarded as the processor of the personal data and the Customer as the controller. This processing by Onyx on behalf of the Customer is subject to a specific data processing agreement.
If Onyx is held the controller of the processing activity, e.g. in the context of customer management, the personal data shall be processed in accordance with its privacy policy (link to privacy policy)
To facilitate your access to working sites and effectively integrate you into the principal customer/client's supply chain, you acknowledge that your personal data may be displayed to or shared by the principal customer/client with third-party site landlords, facility owners, or central guard units. This data sharing is conducted solely to fulfil the core services of this platform, allowing site landlords to verify your compliance status and grant physical access to the premises.
The User acknowledges and agrees that the Service is protected by Onyx or its licensor’s Intellectual Property Rights. Any and all right, title and interest in and to the Intellectual Property Rights relating to the Service and documentation relating to the Service, including but not limited to rights on object code, source code, texts, pictures, drawings, manuals, databases, schemes, visual expressions, screen formats, report formats and other design features of the Service, algorithms, formulae and concepts used in developing and or incorporated in the Service and future modifications, revisions, updates, releases, refinements, improvements and enhancements of the Service, are and shall remain at all times the sole and exclusive property of Onyx and its licensors.
The User acknowledges and agrees that all Onyx trademarks, trade names, logos, domain names, and any other features of Onyx are protected by Onyx or its licensor’s Intellectual Property Rights. Any and all right, title and interest in and to the Intellectual Property Rights relating to the Onyx trademarks, trade names, logos, domain names, and any other features of the Onyx brand are and shall remain at all times the sole and exclusive property of Onyx and its licensors.
In no case shall any provision of the present Terms be construed as transferring any and all right, title and interest in and to the Intellectual Property Rights relating to the Services or the Onyx trademarks, trade names, logos, domain names, and any other features of the Onyx brand of Onyx and its licensors to the User.
The User shall not infringe the Intellectual Property Rights of Onyx or its licensors to the Services or the Onyx trademarks, trade names, logos, domain names, and any other features of the Onyx brand, nor perform any other acts by which the Intellectual Property Rights of Onyx or its licensors or the value of such Intellectual Property Rights could in any way be harmed or negatively affected. This means, without being exhaustive, that the User shall not reproduce, multiply, modify, publish, translate, process, rent, or exploit, the Intellectual Property Rights of Onyx or its licensors in a way that exceeds the scope of the present Terms, or use them in any other infringing way, entirely or partially, in the original or modified form, for commercial or non-commercial purposes.
For the avoidance of doubt, all Intellectual Property Rights in and to the User Content are the property of the respective content owner and may be protected by Intellectual Property Rights.
Without prejudice to its contractual and statutory rights, Onyx may suspend the User’s access to the Service with immediate effect, without compensation, without the need for prior court intervention, if the User commits any breach of any of the provisions of these Terms. Onyx may delete any Profile Information or other material related to the use of the Website or the Platform on Onyx’s servers or otherwise in our possession. The User acknowledges that Onyx will not be liable to the User or any third party for any termination of the access to the Website or the Platform.
Onyx may warn other Users of a User’s actions if it believes that a breach may cause any loss or damage to other Users. This includes, but is not limited to, the event where User Content was incorrect, inaccurate or affected by any other irregularities.
In case of material breach of any provision under this Terms of Use, Onyx may terminate the Agreement. In particular but not limited to, any breach of the provisions under Article 5 and Article 7 will constitute a material breach.
We may provide links and references to Internet sites maintained by others independent of Onyx ("Third-Party Sites"). Onyx is not responsible for examining or evaluating the content or accuracy of such links on the Website or Platform. This includes, but is not limited to, liability for illegal, incorrect or incomplete Content on such Third-Party Sites or the privacy policy of such websites.
Onyx makes no representation, nor does it warrant, endorse, guarantee, or assume responsibility for any service or product advertised or offered by a Customer or a third party on or through this Service, any link, or featured in any banner or other materials, products or services of third parties.
You warrant that you will abide by and respect these Terms of Use and any additional guidelines of our Platform. You understand that we cannot and do not represent or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may have contaminated or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to meet your specific requirements for accuracy of data input and output, and for maintaining a means outside the Platform for reconstructing lost data. We assume no responsibility or risk for your use of the Internet.
Our services and all materials on the Website and Platform are provided "AS IS" and "AS AVAILABLE" and without warranties of any kind, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Onyx makes no representations or warranties about the accuracy, completeness, or suitability of any material on the Site, or on any website or websites "linked" to the Site. Onyx does not warrant that the Website and our Platform will be available, uninterrupted, error-free, or free of viruses or other harmful components.
Except in case of fraud or willful misconduct and to the fullest extent permitted by law, Onyx and its directors, officers, employees, agents, attorneys or affiliates shall not be liable to the User whether in tort (including for negligence), in contract, or otherwise, for own acts or omissions and those of other Users, subcontractors, agents or employees and notwithstanding any provision to the contrary in the present Terms, for any indirect, incidental, consequential, special, exemplary or punitive damages including but not limited to lost profits and revenue, lost data, goodwill or business opportunity, cost of personal, reputational damage, missed savings, or property damage related to or in connection with, or otherwise resulting from any use of the Service, even if Onyx has been advised of the possibility of such damage.
In no event, except in case of fraud or willful misconduct, shall Onyx’ and its directors’, officers’, employees’, agents’, attorneys’ or affiliates’ total liability in connection with the Service (whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise) exceed the amount of subscription fees the Customer has paid to Onyx in the last twelve (12) months prior to the action giving rise to liability. The total aggregate liability of Onyx shall never exceed the amount covered by Onyx professional liability insurance available at the time of settlement or judgment.
The User shall defend, indemnify and hold harmless Onyx its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors and contractors from and against any and all claims, demands, damages, losses, liabilities, judgments, penalties, costs and other expenses of any kind (including attorneys’ fees), arising out of or related to (i) the User’s breach of the present Terms; (ii) the User Content; (iii) any activity in which the User engages on or through the Service; and (iv) the User’s violation of any law or the rights of third parties.
Whenever possible, the provisions of the present Terms shall be interpreted in such a manner that they are valid and enforceable under the applicable legislation.
If any provision in the present Terms, should be illegal, invalid or non-enforceable, in whole or in part, this shall not cause in any way the illegality, invalidity or non-enforceability of the remaining provisions (or parts thereof) of the present Terms. The Terms will remain in full force and effect between Onyx and the User, except for the illegal, invalid or non-enforceable provision or part thereof.
In that event, the illegal, invalid or non-enforceable provision or part thereof is automatically replaced with the legal, valid and enforceable provision that is the closest to the original provision or part thereof as regards content, bearing and intention.
No party shall be liable to any other party for any failure to fulfil its duties under these Terms if and to the extent that such failure results from circumstances, acts or events (i) which cannot be reasonably foreseen or if it was foreseeable, could not reasonably have been and cannot reasonably be avoided or overcome by the Affected Party (as defined below) and (ii) are beyond the reasonable control of such Affected Party making it unreasonable for that Affected Party to fulfil temporarily or definitively its obligations under these Terms (“Force Majeure Event”).
In the absence of proof to the contrary, a party invoking this article shall be presumed to have established the conditions described in the paragraph above in case of the occurrence of one or more of the following impediments, but not limited to:
(a) war (whether declared or not), armed conflict or the serious threat of same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilisation;
(b) civil war, riot rebellion and revolution, military or usurped power, insurrection, civil, commotion or disorder, mob violence, act of civil disobedience;
(c) act of terrorism, sabotage or piracy;
(d) act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalisation
(e) act of God, plague, epidemic, natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought
(f) explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current;
(g) general labour disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises;
(h) cyber terrorism, cyber-attacks, IT failure as a consequence of malicious third-party software.
In the case of a Force Majeure Event, the party unable to fulfil its duties pursuant to this article (the “Affected Party”) shall:
(i) give written notice to each other party as soon as reasonably practicable upon becoming aware of the Force Majeure Event, such notice to contain the following information: (a) the Force Majeure Event that has occurred; (b) the date from which the Force Majeure Event has prevented or hindered the Affected Party in the performance of its duties hereunder; (c) the duties under these Terms so affected; (d) its best estimate of the date upon which it will be able to resume performance of the affected duties under these terms;
(ii) at all times continue to take all steps reasonably within its reach to resume full performance of its obligations under these Terms; and
(iii) at all times use all reasonable endeavours to mitigate the consequences of the Force Majeure Event.
The relief from liability provided under this article shall last for the duration of the Force Majeure Event only.
Onyx may assign or transfer the present Terms, as well as the individual rights and obligations that ensue from these Terms, directly or indirectly, in whole or in part, by virtue of law (for example, within the framework of a merger or transfer of a branch of activities) or otherwise, with prior notification to the User.
All aspects of the present Terms (including but not limited to their formation, existence, validity, interpretation, performance and non-performance or defective or late performance, enforcement, and termination) and/or the Service are governed by Belgian law, excluding Belgium’s conflict of law rules.
All possible disputes arising out of, in relation to, or in connection with the present Terms and/or the Service, shall be subject to the exclusive jurisdiction of the courts of the judicial district of Dendermonde, Belgium. Each party consents to the exclusive jurisdiction and venue of those courts for any dispute.
In relation to third parties, either party shall observe confidentiality in respect of all Confidential Information which in any form whatever has been provided by the other party.
The parties shall impose a similar obligation of confidentiality upon their officers, personnel or persons who are employed in the execution of the Services under these Terms and/or any assignment in the framework of these Terms. The parties shall only divulge Confidential Information to said personnel and/or persons if this is required in connection with the execution of said work.
This obligation of confidentiality shall continue to exist until five (5) years after any assignment in the framework of these Terms, except with regard to trade secrets, which shall remain confidential as long as such information is considered a trade secret following the Belgian act of 30 July 2018 concerning the protection of trade secrets.
All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of (a) completion of the Services or (b) termination of the Services, regardless of the reason or (c) request by the disclosing party, unless the receiving party is otherwise allowed to retain such Confidential Information. Receiving party may retain, subject to the terms of this section, copies of disclosing party’s Confidential Information required for compliance with its recordkeeping or internal quality assurance.
Confidential Information shall not include information which: (i) shall have become publicly available lawfully and/or in a manner that does not conflict with the provisions of the Terms other than as a result of disclosure by the receiving party in breach hereof; (ii) was disclosed to the receiving party on a non-confidential basis from a source other than the disclosing party, which the receiving party believes it is not prohibited from disclosing as a result of an obligation in favor of the disclosing party; (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such information made by the disclosing party; (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory or professional standards; or; (v) is disclosed with the prior written consent of the disclosing party.
If you want to send us notices or if you have any questions, queries or complaints please contact us at:
ONYX VIRTUAL ACADEMY BV
Legal
Stationsstraat 16
9220, Hamme (Belgium)
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