Terms & condi­tions

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.