Terms & con­di­tions

BMI Leisure

GEN­ER­AL SALES CON­DI­TIONS ARTI­CLE

ARTI­CLE 1: By enter­ing into license, pur­chase, and/​or sup­port agree­ments, the co-con­trac­tor acknowl­edges the cur­rent con­di­tions as an inte­gral part of them. We explic­it­ly reject any oth­er gen­er­al or spe­cial con­di­tions that may appear on the doc­u­ments of the co-con­trac­tor.

ARTI­CLE 2:: Each agree­ment is entered into pro­vid­ed that there are good ref­er­ences, and we reserve the right to ter­mi­nate the exe­cu­tion of the agree­ment at any time and to ask for suf­fi­cient war­ranties to ensure cor­rect exe­cu­tion of the agree­ment.

ARTI­CLE 3: All com­plaints regard­ing deliv­er­ies have to be sent to us by reg­is­tered mail with­in three days after receiv­ing the goods. The deliv­er­ies will be con­sid­ered indis­putable if they are com­plete­ly accept­ed. Any response on a late com­plaint does not imply the act of reneg­ing to the present arti­cle, and shall at all times be with­out prej­u­dice to all our rights.

ARTI­CLE 4: All com­plaints regard­ing our invoic­es or oth­er doc­u­ments have to be sent to us by reg­is­tered mail with­in three days after the date of receipt (invoice date +2). From that time on, our invoic­es and/​or doc­u­ments are con­sid­ered as com­plete­ly accept­ed. Any response on a late com­plaint does not imply an act of reneg­ing on the present arti­cle, and shall at all times be with­out prej­u­dice to all rights.

ARTI­CLE 5: The co-con­trac­tor explic­it­ly acknowl­edges that our respon­si­bil­i­ty in case of a jus­ti­fied com­plaint, mutu­al­ly acknowl­edged or acknowl­edged by the autho­rized court, is lim­it­ed to the replace­ment of the deliv­ered goods. As a result, the co-con­trac­tor here­by explic­it­ly reneges on any addi­tion­al com­pen­sa­tion. In no event shall our lia­bil­i­ty include any inci­den­tal or con­se­quen­tial dam­age aris­ing out of the use of the deliv­ered product(s) or the relat­ed infor­ma­tion or doc­u­men­ta­tion, or any oth­er dam­age which has not been caused direct­ly and imme­di­ate­ly by a fault of B&MI, such as but not lim­it­ed to loss of income, claims of third par­ties, loss of data, dam­ages or defects due to mate­ri­als or infor­ma­tion from the cus­tomer or a third par­ty.

ARTI­CLE 6:

1° Invoice is payable in cash in Geel. All cash- and protest costs are always on the account of the co-con­trac­tor, and the accep­tance of bills of exchange does not lead to a debt renew­al.

2° In case of any over­due accounts, the buy­er shall be in arrears and we shall be legal­ly enti­tled to charge an arrears inter­est at the statu­to­ry rate of 12% a year with­out any reminder.

3° With­out prej­u­dice to the pro­vi­sions in sub-arti­cle 6 2°, a fixed com­pen­sa­tion at the rate of 10% of the out­stand­ing bal­ances (with a min­i­mum of € 125) is owed in case of (par­tial) non-pay­ment, with­out any pri­or notice of default.

4° The present sub-arti­cles 6 2° and 3° apply com­plete­ly for the attri­bu­tion of the peri­ods of respite.

ARTI­CLE 7:

1° The deliv­ered goods shall remain our prop­er­ty until they have been com­plete­ly paid for, inclu­sive of all pos­si­ble inter­ests and con­trac­tu­al penal­ties includ­ed, as an explic­it­ly agreed waiv­er from art. 1583 Civ­il Code.

2° In this case, the co-con­trac­tor explic­it­ly acknowl­edges accept­ing that we will sus­pend the work­ing of the licensed soft­ware, in case of com­plete or par­tial non-pay­ment. The co-con­trac­tor here­by acknowl­edges that he has been informed in detail about the peri­od of val­i­da­tion that is ini­tial­ly includ­ed in the soft­ware. In the absence of time­ly pay­ment, the soft­ware will not func­tion until the com­plete pay­ment of all out­stand­ing bal­ances, inter­ests, and com­pen­sa­tions that are owed to us. The license can be ter­mi­nat­ed in case of non-pay­ment of any due amount.

ARTI­CLE 8: All orders will only become bind­ing and defin­i­tive after the writ­ten con­fir­ma­tion by BUSI­NESS & MAR­KET­ING IMPROVE­MENT. Nei­ther our agents, nor our rep­re­sen­ta­tives can bind us in the absence of the above-men­tioned con­fir­ma­tion, nei­ther are they autho­rized to receive pay­ments.

ARTI­CLE 9: Con­firmed orders have to be col­lect­ed with­in the deter­mined or sup­posed nor­mal peri­od. If not, we are enti­tled either to force the co-con­trac­tor to exe­cute his part of the agree­ment, or to dis­solve the agree­ment in full or in part, with com­pen­sa­tion at the rate of 35% of the agreed fee, on the account of the co-con­trac­tor.

ARTI­CLE 10: Our prices are always cal­cu­lat­ed for goods ex-works and will be men­tioned in that way. All extra charges for trans­port, clear­ance, tax­es, etc. have to be paid cash on deliv­ery by the co-con­trac­tor.

ARTI­CLE 11:

1° Our price quo­ta­tions and the indi­cat­ed deliv­ery peri­ods are non-bind­ing and sub­ject to change. They are only men­tioned by way of exam­ple. There­fore, the deliv­ery peri­ods that we indi­cate are only approx­i­mate. We can only be held liable for any delayed deliv­ery, if the pos­si­bil­i­ty of that was sep­a­rate­ly, explic­it­ly, and per­son­al­ly agreed with us. How­ev­er, even then, we are not held to these peri­ods: a) in case of any fail­ure from the co-con­trac­tor, e.g. pay­ment, sales… b) in case of force majeure, e.g. machine fail­ure, lack of raw mate­ri­als, or in case of non-deliv­ery by our sup­pli­ers, etc.

ARTI­CLE 12: All deliv­er­ies under the terms of the present agree­ments have been exe­cut­ed as soon as the goods leave our premis­es – As from then, the co-con­trac­tor bears the risk. Any con­sign­ments and trans­ports are there­fore on the co con­trac­tors account and risk as soon as they leave our premis­es. Any com­plaints con­cern­ing trans­port must be report­ed with writ­ten proof of noti­fi­ca­tion to the rel­e­vant trans­port ser­vice involved on the Bill of Lad­ing or a sim­i­lar doc­u­ment. If instal­la­tions are car­ried out by peo­ple we have appoint­ed on the co-con­trac­tors premis­es, it does not change the fore­go­ing.

ARTI­CLE 13: Any of our guar­an­tees and/​or lia­bil­i­ties to the prop­er func­tion­ing of the deliv­ered goods only apply if the basic instal­la­tions and/​or periph­er­al equip­ment pro­vid­ed with the co-con­trac­tor are in good work­ing order – We refer specif­i­cal­ly, yet by no means exclu­sive­ly, to elec­tric util­i­ties (ade­quate earth­ing), cool­ing sys­tems, etc. -, the co- con­trac­tor is suf­fi­cient­ly point­ed to his sole and exclu­sive lia­bil­i­ty in the absence of an opti­mal work­ing order of the instal­la­tions and facil­i­ties men­tioned above.

ARTI­CLE 14

1° All agree­ments are con­sid­ered to have been made in Geel. Any dis­putes regard­ing the exis­tence and/​or the (non)-execution of all agree­ments made with us fall under the exclu­sive juris­dic­tion of the courts in Turn­hout, includ­ing the courts that apply sum­ma­ry pro­ceed­ings.

2° These terms are exclu­sive­ly sub­ject to Bel­gian law.

LICENCE AGREE­MENT IN THE FORM OF A LICENCE

The under­signed:

BUSI­NESS & MAR­KET­ING IMPROVE­MENT NV, with reg­is­tered office in 2440 Geel, Molseweg 160, rep­re­sent­ed here by Mr. Mark Lebouille, rep­re­sen­ta­tive, fur­ther referred to as ​“the sup­pli­er”;
AND

The licensee;
have agreed on the fol­low­ing:

ARTI­CLE 1: DEF­I­N­I­TIONS

a. Com­put­er sys­tem: the type of com­put­er con­fig­u­ra­tion for which the soft­ware is meant accord­ing to the doc­u­men­ta­tion.

b. Fault: an observed devi­a­tion between the func­tion­ing or func­tion­al­i­ty of the soft­ware and the func­tion­ing or func­tion­al­i­ty as agreed in the doc­u­men­ta­tion.

c. License: the right that the licensee is giv­en under this agree­ment to use the soft­ware as described in arti­cle 2.

d. Legit­i­mate licensee: a per­son who has a valid license to use the soft­ware.

e. Soft­ware: the com­put­er pro­gram to which a licens­ing right is grant­ed.

f. Soft­ware law: the law of 30 June 1994 con­cern­ing trans­fer to the Bel­gian law of the Euro­pean Direc­tive of 14 May 1991 regard­ing the pro­tec­tion of rights of com­put­er pro­grams. g. Medi­um: the flop­py disk(s) or CD-ROM which con­tains the soft­ware.

h. Doc­u­men­ta­tion: the descrip­tion of the func­tion­al­i­ty and user options of the soft­ware that was pro­vid­ed by the sup­pli­er, includ­ed or not in the soft­ware or sep­a­rate books or oth­er stor­age medi­ums.

i. Sup­port call: every call for sup­port via tele­phone or email of 15 min­utes max­i­mum.

ARTI­CLE 2: LICENCE – LICENS­ING RIGHT The object of the present license agree­ment is described in the quo­ta­tion.

The licensee has the non-exclu­sive and non-trans­fer­able right to install one copy of the soft­ware on the hard dri­ve of one com­put­er sys­tem on which the soft­ware will be used.

The license peri­od of the soft­ware begins after the agreed month­ly license fee has been ful­ly paid by the licensee and after the sup­pli­er has received a license agree­ment in the form of a license signed by the licensee.

ARTI­CLE 3: SCOPE OF THE LICENS­ING RIGHT

The licensee can only use the soft­ware on the con­fig­u­ra­tion that is sup­port­ed accord­ing to the cur­rent doc­u­men­ta­tion, or on the con­fig­u­ra­tion on which the soft­ware has been installed by the sup­pli­er.

The licens­ing right also con­tains the stan­dard adjust­ments and new ver­sions of the soft­ware. These stan­dard adjust­ments and new ver­sions are con­sid­ered to inte­grate with the orig­i­nal soft­ware. The con­di­tions of the present agree­ment apply to these adjust­ments and new ver­sions.

Net­work use is allowed if the licensee has one License for each work­sta­tion on which the soft­ware is installed or used. The soft­ware is in use if it is loaded into the RAM or the vir­tu­al mem­o­ry.

How­ev­er, the soft­ware that is based on one license may nev­er be used simul­ta­ne­ous­ly on dif­fer­ent com­put­ers.

The licensee must have the supplier’s explic­it per­mis­sion for each form of repro­duc­tion or mod­i­fi­ca­tion of the soft­ware or a copy of the soft­ware, except inso­far strin­gent reg­u­la­tions of Bel­gian law devi­ate from it.

The licensee is not allowed to trans­fer the licens­ing rights nei­ther com­plete­ly nor par­tial­ly. Nei­ther is the licensee allowed to sub­li­cense the licensed soft­ware nei­ther com­plete­ly nor par­tial­ly with­out the writ­ten per­mis­sion of the sup­pli­er or their autho­rized rep­re­sen­ta­tive.

ARTI­CLE 4: ENTI­TLE­MENT TO SUP­PORT

The licensee is enti­tled to the fol­low­ing sup­port:

a. Sup­port ser­vices are pro­vid­ed dai­ly, 24 hours a day.

b. A max­i­mum of 100 sup­port requests a year is pro­vid­ed.

c. Sup­port includes a reg­u­lar cor­rec­tion of bugs in the soft­ware, as well as the lat­est ver­sions of the soft­ware for which a License was pro­cured. It also includes the ​“log-in-ser­vice” and feed­back on the fur­ther devel­op­ment of the soft­ware.

d. When the licensee has report­ed a prob­lem, the sup­pli­er will start solv­ing the prob­lem with­in a rea­son­able time.

e. When the licensee requests sup­port by tele­phone, the hard­ware on which the soft­ware is installed must be avail­able and in the imme­di­ate prox­im­i­ty of the licensee.

f. Sup­port does not include solv­ing the prob­lems con­cern­ing: – sys­tem con­fig­u­ra­tions, hard­ware, and net­works; – design activ­i­ties, like defin­ing lay­outs, con­nec­tions with unknown equip­ment, etc.; – sup­port on the user’s premis­es. If the licensee has wrong­ly request­ed sup­port, for exam­ple, if the prob­lem is not due to soft­ware fail­ure, the sup­pli­er is allowed to charge the cost of the sup­port.

g. Only a con­tract­ed employ­ee in the com­pa­ny of the licensee can request sup­port. They must have fol­lowed the required basic instruc­tions. The sup­pli­er reserves the right to (par­tial­ly) trans­fer their sup­port duties to a third par­ty pro­vid­ed this third par­ty is capa­ble of pro­vid­ing equal ser­vices. The sup­pli­er has the right to ter­mi­nate the sup­port agree­ment at any giv­en time in the fol­low­ing cas­es: – non-pay­ment of the month­ly fee; – bank­rupt­cy or insol­ven­cy of the licensee; – non-pay­ment of oth­er goods or ser­vices.

ARTI­CLE 5: DURA­TION This agree­ment con­cerns a two-year peri­od, start­ing from the pay­ment of the first month­ly fee. When this peri­od has expired, the agree­ment will auto­mat­i­cal­ly be renewed unless the licensee ter­mi­nates the agree­ment no lat­er than six months before expi­ra­tion (with a signed let­ter by reg­is­tered mail).

ARTI­CLE 6: PAY­MENT The month­ly fee – the price which has been agreed in the quo­ta­tion – can be paid in advance on the first of each month with a deposit or a trans­fer to the supplier’s post office account num­ber or bank account num­ber.

Should the licensee fail to pay in time, he must pay a penal­ty of 10% on an annu­al basis. The sup­pli­er does not have to pro­vide proof of default.

ARTI­CLE 7: USE

a. The licensee is oblig­ed to use the soft­ware cor­rect­ly and in com­pli­ance with Arti­cle 8 of this agree­ment. Bar­ring the excep­tions of Arti­cle 7.b and 7.c, the licensee is not allowed to copy, repro­duce, trans­late, mod­i­fy, design, edit, recon­struct, decom­pile or dis­as­sem­ble or cre­ate deriv­a­tive works of the soft­ware or any part of it, includ­ing the doc­u­men­ta­tion, which has been record­ed in any way, with­out the supplier’s explic­it pri­or writ­ten per­mis­sion. This includes new appli­ca­tions that are based on the soft­ware.

b. The licensee is allowed to make a copy of the soft­ware for secu­ri­ty pur­pos­es. This copy may only be used as a replace­ment of the orig­i­nal soft­ware, should it have been ren­dered use­less.

c. The licensee is not allowed to reduce the soft­ware par­tial­ly or com­plete­ly to the source code (“reverse engi­neer­ing”), except to the extent applic­a­ble laws specif­i­cal­ly allow such restric­tion.

ARTI­CLE 8: INTEL­LEC­TU­AL RIGHTS

a. The copy­right and all oth­er intel­lec­tu­al or indus­tri­al prop­er­ty rights as well as the idea, the meth­ods of the inven­tion, the design, the out­line, the lay­out, the know-how, and sim­i­lar rights to the pro­tec­tion of infor­ma­tion relat­ing to the soft­ware (includ­ing the stan­dard adjust­ments and new ver­sions), data­bas­es, doc­u­ments or data exclu­sive­ly belong to the sup­pli­er, with­out this list being exhaus­tive. Noth­ing in this agree­ment leads to the whole or par­tial trans­fer of such rights.

b. The licensee is nei­ther allowed to remove any indi­ca­tion of the supplier’s intel­lec­tu­al or indus­tri­al prop­er­ty right nor to make it unrec­og­niz­able.

c. The sup­pli­er is allowed to take and main­tain mea­sures to pro­tect the soft­ware or data.

ARTI­CLE 9: PRO­PRI­ETARY RIGHTS All prod­ucts and ser­vices the sup­pli­er deliv­ered and trans­ferred to the licensee remain the supplier’s prop­er­ty. The licensee only obtains a user right on the soft­ware.

ARTI­CLE 10: WAR­RAN­TY The pro­duc­er pro­vides the soft­ware ​“as is”. This does not affect any rights that the licensee may have under strin­gent reg­u­la­tions of imper­a­tive law. The pro­duc­er war­rants against hid­den defects, except when the dam­age has been caused, both by faulty soft­ware and by the victim’s fault or the fault of a per­son for whom the vic­tim is respon­si­ble. The war­ran­ty does not cov­er:

- repairs of prob­lems caused by incor­rect, improp­er, or unlaw­ful use.

- repairs of prob­lems caused by an acci­dent, fire, nat­ur­al dis­as­ters, pow­er fail­ures, and gen­er­al­ly any cause that does not relate to the soft­ware deliv­ered; – new ver­sions of the soft­ware.

ARTI­CLE 11: LIA­BIL­I­TY

The sup­pli­er shall not be liable for dam­ages (includ­ing loss of prof­its, busi­ness inter­rup­tion, loss of data, or any oth­er dam­ages result­ing from your use or inabil­i­ty to use the soft­ware), except in case of inten­tion­al fault on their part. Under no cir­cum­stances shall the producer’s total lia­bil­i­ty for all dam­ages exceed the amount the user paid for the soft­ware.

ARTI­CLE 12: GEN­ER­AL CON­DI­TIONS

a. The supplier’s gen­er­al con­di­tions shall apply to this agree­ment inso­far the cur­rent con­tract does not devi­ate from it. The licensee declares hav­ing received the supplier’s gen­er­al con­di­tions. The licensee’s gen­er­al pur­chas­ing con­di­tions or oth­er con­di­tions are not applic­a­ble.

b. This con­tract can only be mod­i­fied using a sup­ple­men­tary, writ­ten agree­ment signed by the licensee and the sup­pli­er.

c. The nul­li­ty of (a part of) a pro­vi­sion of the present agree­ment will nev­er lead to the nul­li­ty of oth­er (parts of this / these) provision(s) or of the entire con­tract.

ARTI­CLE 13: APPLIC­A­BLE LAW AND DIS­PUTES All dis­putes this agree­ment may give rise to, shall be sub­ject to the exclu­sive juris­dic­tion of the Turn­hout dis­trict court. This agree­ment shall be gov­erned by Bel­gian law.

LICENCE AND SUP­PORT AGREE­MENT

The under­signed:

a. BUSI­NESS & MAR­KET­ING IMPROVE­MENT NV, with reg­is­tered office in Molseweg 160, 2440 Geel, rep­re­sent­ed by Mr. Mark Lebouille, rep­re­sen­ta­tive, hence­forth referred to as ​“the sup­pli­er”.

AND

b. the user.

have agreed on the fol­low­ing:

ARTI­CLE 1: DEF­I­N­I­TIONS

j. Com­put­er sys­tem: the type of com­put­er con­fig­u­ra­tion for which the soft­ware is meant accord­ing to the doc­u­men­ta­tion.

k. Fault: an observed devi­a­tion between the func­tion­ing or func­tion­al­i­ty of the soft­ware and the func­tion­ing or func­tion­al­i­ty as agreed in the doc­u­men­ta­tion.

l. Main user: a per­son who uses the com­put­er more than 80% of the time.

m. License: the right that the licensee is giv­en under this agree­ment to use the soft­ware as described in arti­cle 2.

n. Legit­i­mate licensee: a per­son who has a valid license to use the soft­ware.

o. Soft­ware: the com­put­er pro­gram to which a licens­ing right is grant­ed.

p. Soft­ware law: the law of 30 June 1994 con­cern­ing trans­fer to the Bel­gian law of the Euro­pean Direc­tive of 14 May 1991 regard­ing the pro­tec­tion of rights of com­put­er pro­grams.

q. Medi­um: the flop­py disk(s) or CD-ROM which con­tains the soft­ware.

r. Doc­u­men­ta­tion: the descrip­tion of the func­tion­al­i­ty and user options of the soft­ware that was pro­vid­ed by the sup­pli­er, includ­ed or not in the soft­ware or sep­a­rate books or oth­er stor­age medi­ums.

s. Sup­port call: every call for sup­port via tele­phone or email of 15 min­utes max­i­mum.

ARTI­CLE 2 LICENCE AND USER RIGHT

B&MI grants the non-exclu­sive and non-trans­fer­able right to install one copy of the soft­ware on the hard disk of one com­put­er sys­tem.

The user right is grant­ed after the agreed license fee is com­plete­ly paid by the user and after the sup­pli­er has received a license and sup­port agree­ment signed by the user.

The soft­ware is in use if it is loaded into the RAM or the vir­tu­al mem­o­ry.

ARTI­CLE 3: OBLIG­A­TION OF SUP­PORT

The user is oblig­ed to have the soft­ware main­tained by the sup­pli­er. This sup­port offers the user the fol­low­ing rights, if sup­port is paid (No license nor sup­port can or will be giv­en if sup­port was not paid.): Sup­port is done Mon­day to Fri­day, from 9 a.m. till 5 p.m. Sup­port pro­vides a max­i­mum of 25 sup­port calls. In the sup­port, a reg­u­lar cor­rec­tion of bugs in the soft­ware is pro­vid­ed. When the user has report­ed a prob­lem, the sup­pli­er will start solv­ing the prob­lem with­in a rea­son­able time. When the user requests sup­port by tele­phone, the hard­ware on which the soft­ware is installed must be avail­able and in the imme­di­ate prox­im­i­ty of the user. Sup­port does not include solv­ing the prob­lems con­cern­ing:

- sys­tem con­fig­u­ra­tions, hard­ware, and net­works;

- design activ­i­ties, like defin­ing lay­outs, con­nec­tions with unknown equip­ment, etc.;

- sup­port on the user’s premis­es.

If the user has wrong­ly request­ed sup­port, for exam­ple, if the prob­lem was not due to soft­ware fail­ure, the sup­pli­er is allowed to charge the cost of the sup­port. Only a con­tract­ed employ­ee in the com­pa­ny of the user can request sup­port. They must have fol­lowed the required basic instruc­tion.

The oblig­a­tion of sup­port con­cerns the entire license. If the user decides to add sup­ple­men­tary soft­ware to the license, this soft­ware will be added tac­it­ly to the sup­port agree­ment.

The sup­pli­er reserves the right to (par­tial­ly) trans­fer his sup­port duties to a third par­ty, pro­vid­ed that this third par­ty is capa­ble to pro­vide equal ser­vices.

The sup­port agree­ment is valid when the user has paid the sup­port fee agreed upon and when the sup­pli­er has received a license and sup­port agree­ment signed by the user.

The user is held to this sup­port agree­ment as long as he uses the soft­ware.

The sup­pli­er has the right to ter­mi­nate the sup­port agree­ment at any giv­en time in the fol­low­ing cas­es:

- non-pay­ment of the month­ly fee;

- bank­rupt­cy or insol­ven­cy of the user;

- open invoic­es.

ARTI­CLE 3 bis: THE SUP­PORT

The sup­pli­er offers the user the pos­si­bil­i­ty to extend the sup­port as fol­lows:

​“Sup­port” is pro­vid­ed dai­ly, 24 hours a day.

​“Sup­port” pro­vides 200 sup­port calls at most.

​“Sup­port includes a reg­u­lar cor­rec­tion of bugs in the soft­ware, as well as a cor­rec­tion of the lat­est ver­sions of the soft­ware, on which user right was obtained.

​“Sup­port” includes a login ser­vice.

​“Sup­port” includes feed­back on the fur­ther devel­op­ment of the soft­ware.

Oth­er­wise, all con­di­tions of arti­cle three apply to the extent that arti­cle 3 bis do not devi­ate from it.

ARTI­CLE 4: THE SCOPE OF THE USER RIGHT

The user is only allowed to use the soft­ware on the con­fig­u­ra­tion which is sup­port­ed by valid doc­u­men­ta­tion or on the con­fig­u­ra­tion on which the sup­pli­er has installed the soft­ware.

Net­work use is allowed if the user has one license for each work­sta­tion on which the soft­ware is installed or used. The soft­ware is in use if it is loaded into the RAM or the vir­tu­al mem­o­ry. How­ev­er, the soft­ware that is based on one license may nev­er be used simul­ta­ne­ous­ly on dif­fer­ent com­put­ers.

The user must have the supplier’s explic­it per­mis­sion for each form of repro­duc­tion or mod­i­fi­ca­tion of the soft­ware or a copy of the soft­ware, except inso­far strin­gent reg­u­la­tions of Bel­gian law devi­ate from it.

ARTI­CLE 5: DURA­TION

The license is grant­ed for an indef­i­nite peri­od. The pro­duc­er has the right to ter­mi­nate the license in case of non-com­pli­ance with the agreed con­di­tions. In that case, the user is oblig­ed to destroy the orig­i­nal ver­sion and all ver­sions of the soft­ware and relat­ed doc­u­men­ta­tion. The user can ter­mi­nate the license at all times, by return­ing the soft­ware, all ver­sions of the soft­ware, and the doc­u­men­ta­tion to the pro­duc­er, with­out the for­mer com­pen­sat­ing for this.

ARTI­CLE 6: FEES

The user pays the license fee as agreed in the quo­ta­tion sub­mit­ted to the sup­pli­er. The user pays the fees for the sup­port as stat­ed in the quo­ta­tion. The user acknowl­edges the supplier’s right to imple­ment price changes uni­lat­er­al­ly. These price changes can for instance be imple­ment­ed in case of an increase in costs (changes in cur­ren­cy rates, salary increas­es, mea­sures tak­en by the nation­al or for­eign gov­ern­ment…).

ARTI­CLE 7: USE

a. The user is oblig­ed to use the soft­ware cor­rect­ly and in com­pli­ance with arti­cle 8 of this agree­ment. Bar­ring the excep­tions of Arti­cle 7.b and 7.c, the user is not allowed to copy, repro­duce, trans­late, mod­i­fy, design, edit, recon­struct, decom­pile or dis­as­sem­ble or cre­ate deriv­a­tive works of the soft­ware or any part of it, includ­ing the doc­u­men­ta­tion, which has been record­ed in any way with­out the supplier’s explic­it pri­or writ­ten per­mis­sion. This includes new appli­ca­tions that are based on the soft­ware.

b. The user is allowed to make a copy of the soft­ware for secu­ri­ty pur­pos­es. This copy may only be used as a replace­ment of the orig­i­nal soft­ware, should it have been ren­dered use­less.

c. The user is not allowed to reduce the soft­ware par­tial­ly or com­plete­ly to the source code (“reverse engi­neer­ing”), except to the extent applic­a­ble laws specif­i­cal­ly allow such restric­tion.

ARTI­CLE 8: INTEL­LEC­TU­AL RIGHTS

d. The copy­right and all oth­er intel­lec­tu­al or indus­tri­al prop­er­ty rights as well as the idea, the meth­ods of the inven­tion, the design, the out­line, the lay­out, the know-how, and sim­i­lar rights to the pro­tec­tion of infor­ma­tion relat­ing to the soft­ware (includ­ing the stan­dard adjust­ments and new ver­sions), data­bas­es, doc­u­ments or data exclu­sive­ly belong to the sup­pli­er, with­out this list being exhaus­tive. Noth­ing in this agree­ment leads to the whole or par­tial trans­fer of such rights.

e. The user is nei­ther allowed to remove any indi­ca­tion of the supplier’s intel­lec­tu­al or indus­tri­al prop­er­ty right nor to make it unrec­og­niz­able.

f. The sup­pli­er is allowed to take and main­tain mea­sures to pro­tect the soft­ware or data.

ARTI­CLE 9: PRO­PRI­ETARY RIGHTS

All prod­ucts and ser­vices the sup­pli­er deliv­ered and trans­ferred to the user remain the supplier’s prop­er­ty. The user only obtains a user right on the soft­ware after pay­ment of all fees due, con­sis­tent with the license and sup­port agree­ment.

ARTI­CLE 10: WAR­RAN­TY The pro­duc­er pro­vides the soft­ware ​“as is”. This does not affect any rights that the user may have under strin­gent reg­u­la­tions of imper­a­tive law. The pro­duc­er war­rants against hid­den defects, except when the dam­age has been caused, both by faulty soft­ware and by the victim’s fault or the fault of a per­son for whom the vic­tim is respon­si­ble. The war­ran­ty does not cov­er: – repairs of prob­lems caused by incor­rect, improp­er, or unlaw­ful use; – repairs of prob­lems caused by an acci­dent, fire, nat­ur­al dis­as­ters, pow­er fail­ures and gen­er­al­ly any cause that is not relat­ed to the soft­ware deliv­ered; – new ver­sions of the soft­ware.

ARTI­CLE 11: LIA­BIL­I­TY The sup­pli­er shall not be liable for dam­ages (includ­ing loss of prof­its, busi­ness inter­rup­tion, loss of data, or any oth­er dam­ages result­ing from your use or inabil­i­ty to use the soft­ware), except in the case of inten­tion­al fault on their part. Under no cir­cum­stances shall the producer’s total lia­bil­i­ty for all dam­ages exceed the amount the user paid for the soft­ware. The data is the prop­er­ty of the client, although B&MI can nev­er be held respon­si­ble for hav­ing the data­base at their premis­es since this is essen­tial for sup­port.

ARTI­CLE 12: GEN­ER­AL CON­DI­TIONS

a. The supplier’s gen­er­al con­di­tions shall apply to this agree­ment inso­far the cur­rent con­tract does not devi­ate from it. The user declares hav­ing received the supplier’s gen­er­al con­di­tions. The user’s gen­er­al pur­chase con­di­tions or oth­er con­di­tions are not applic­a­ble

b. This con­tract can only be mod­i­fied through a sup­ple­men­tary, writ­ten agree­ment signed by the user and the sup­pli­er.

c. The nul­li­ty of (a part of) a pro­vi­sion of the present agree­ment will nev­er lead to the nul­li­ty of oth­er (parts of this / these) provision(s) or of the entire con­tract.

ARTI­CLE 13: APPLIC­A­BLE LAW AND DIS­PUTES All dis­putes this agree­ment may give rise to, shall be sub­ject to the exclu­sive juris­dic­tion of the Turn­hout dis­trict court.

This agree­ment shall be gov­erned by Bel­gian law.