(hereinafter called Licensor)
Article 1 – Field of application
These terms and conditions apply to all products, services and software user licenses offered by the Licensor and exclude all general terms and conditions of the CUSTOMER.
Prior to the commissioning of the aforementioned products, services and software license – the CUSTOMER receives / the CUSTOMER will be able to take note of these terms and conditions.
By commissioning the products, services and software license, the CUSTOMER acknowledges of and agrees with these terms and conditions and waives his right to apply his own general and special conditions, even if these stipulates that only they are applicable.
Deviation from these general terms and conditions can only be made by means of an express and prior written agreement, drawn up and signed by validly authorized representatives of both parties and at the latest just prior to the execution of the CUSTOMER’S order.
If changes are made to these general terms and conditions, they will take effect 30 days after their publication on the Licensor’s website and/or the CUSTOMER’s own website.
The CUSTOMER is responsible for all required technical and organizational measures in view of the use and transfer of the products, services and software license.
The CUSTOMER will use the products, services and software license according to the Licensor’s instructions.
When using the supplied products, services and software license, the following strict conditions apply:
- the software may only be installed on an IT device approved by the Licensor;
- the CUSTOMER undertakes to entrust the use of the products, services and software license only to technically trained employees;
- neither the CUSTOMER nor third parties are authorized to modify the software or to carry out interventions in the operation of the software;
The software can only be used for reading and changing parameters on the products delivered by the Licensor, in the data existing at that time.
Provisions can be made for possible update(s) from the Licensor, at predetermined conditions.
The Licensor is in no way liable in case of misuse and/or improper use of products, services and software license.
Article 3 – Licensor interventions
In case of problems with the software, the CUSTOMER must ask for an intervention from the Licensor. The Licensor undertakes to intervene within a reasonable period. The intervention and travel costs of the Licensor will be charged at the rates applicable at that time.
Article 4 – Intellectual property
All intellectual property rights on the application software belong to the Licensor.
The CUSTOMER only acquires a personal and non-transferable right of use. The CUSTOMER will use the products, services and software license only for the setup, inspection and commissioning of the previously agreed project and will not in any way, directly or indirectly, for a fee or free of charge, make the software license available to third parties.
The CUSTOMER may – and only at his own risk – copy/download the software made available by the Licensor on an IT device approved by the Licensor.
The CUSTOMER is not allowed to translate, edit, arrange or otherwise change the software without the prior written consent of the Licensor.
Article 5 – Liability
The liability is limited to the provision by Licensor of products, services and software license as a means but in no way as a result obligation.
Licensor is never liable for defects in the security of the information stored by the CUSTOMER and defects as a result of actions of the CUSTOMER or third parties.
Will in any case be excluded:
- any compensation by Licensor for all direct and indirect damages, financial and commercial losses, profit losses, increase of general costs, planning disruption, loss of expected profit, loss of clientele and the like.
- compensation for damage caused in whole or in part by equipment or software supplied or created by third parties, or by any other element present in the company or at a CUSTOMER’s installation;
- all claims by a third party against the CUSTOMER.
Article 6 – Confidentiality
CUSTOMER undertakes to maintain complete confidentiality with regard to all information that he acquires about or with respect to the Licensor and his products during the realization and implementation of this agreement.
Article 7 – Competent Court and Applicable Law
All disputes that arise between the CUSTOMER and the Licensor as a result of the establishment, execution and/or interpretation of this agreement will exclusively be submitted to the courts of Leuven, even in case of an appeal to guarantee or in case of several defenders.
This agreement is governed by Belgian law.
Article 8 – Miscellaneous
The Licensor’s General Terms and Conditions of Delivery and Sale apply, except in the cases in which this is deviated from in the current agreement.