Tér­mi­nos y con­di­cio­nes

BUSI­NESS & MAR­KE­TING IMPRO­VE­MENT

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 OFLICEN­CE

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: LICEN­CELICEN­SING 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.