Article 1. Definitions
The following terms are subject to the following definitions in these Striktly Terms and Conditions and in the Striktly Agreement: “Accountant”: an organization whose activities consist primarily of administrative services on behalf of third parties on a commercial basis and which has made it known during the Registration that it meets this requirement. “Additional Orders”: purchase of subscriptions, modules, additional (viewer) users, additional administrations, after the Striktly Agreement has been entered into; “The Customer”: a natural or legal person who has completed the Registration and with whom the Supplier entered into a Striktly Agreement; “The Licensee”: the Customer; “Striktly Portal”: the Supplier’s website, which Users access by means of Login Credentials; “Documentation” means the electronic documentation associated with the Web Application; “Striktly Service(s)” means the set of services to be provided by the Supplier as defined in the Striktly Agreement; “Striktly Agreement”: the agreement entered into between the Supplier and the Customer with respect to the Striktly Services; “Striktly Terms and Conditions”: these Striktly Terms and Conditions, which are presented to the prospective Customer prior to placing the order and which, following the placement of the order and the Supplier’s acceptance of such order, constitute the contract terms of the Striktly Agreement; “leasing company”: a third party chosen by Striktly who is responsible for the financial renting of the Striktly Services; “Striktly Partner” means a third party to be designated by Striktly who is authorized to sell Striktly Services on terms and conditions determined by Striktly; “User” means the Customer and/or an Employee of the Customer; “Supplier” means Striktly Business Software BV. ; “The Licensor”: The Supplier; “Login Procedure”: the procedure prescribed by the Supplier to be followed by the Customer in order to access the Web Application on the Striktly Portal; “Login Data”: the code(s) for the User with which to access the Web Application and through the Striktly Portal; “Year”: a period of 12 calendar months e.g. from February 5, 2013 to February 5, 2014; “Month”: a period of 1 calendar month e.g. from February 5 to March 5; “Employee”: an employee of The Customer or Supplier, and/or a natural person/legal entity authorized to perform work for and/or under the responsibility of The Customer or Supplier; “Imperfection”: any shortcomings of the Web Application that prevent it from functioning as described in the associated documentation. The absence of functionality in a new version of the Web Application that was present in an earlier version shall not be considered an Inadequacy; “Registration”: the electronic completion of a form via the Website by the prospective Customer by which he communicates his data and accepts the general terms and conditions with a view to the conclusion of the Striktly Agreement; “System Requirements”: the minimum requirements imposed on The Customer’s hardware and software for the proper use of the Striktly Services; “Confidential Information”: the confidential information concerning The Customer or the Supplier, including (a) information designated in writing as “confidential”, (b) information that is not generally known, (c) information that has not been made generally accessible by the party to which the information relates and/or from which the information originates, and (d) information whose confidential nature should be assumed to be known; “Web Application”: the software described in the Striktly Agreement, to which the Supplier provides access through the Striktly Services to The Customer for use in accordance with the Striktly Agreement; “Website” means the Supplier’s website for Striktly “Business Days” means from Monday through Friday, excluding official holidays in Belgium;

Article 2. Offer and agreement
2.1 These Striktly Terms and Conditions apply to the Striktly Agreement – including Additional Orders – and to all negotiations, orders, price quotations, as well as to all other agreements between the (future) Customer and the Supplier and relating to Striktly Services, unless the parties have expressly agreed otherwise. These terms and conditions supersede all previous proposals and agreements.
2.2 The Supplier may propose changes to the Striktly Terms and Conditions. The Supplier shall inform The Customer of the intended changes at least two (2) months before the changes take effect via the Striktly Portal. If the Customer does not agree with the proposed changes, the Customer may, notwithstanding the provisions of Article 5.2, terminate the Striktly Agreement by the date on which the changes take effect. If Customer does not expressly object to the announced changes in writing or via the Web Application within fifteen calendar days of receiving Supplier’s notice before the announced changes take effect, Customer shall be deemed to have agreed to the changes.
2.3 All proposals or quotations relating to the Striktly Services are without obligation and are revocable.
2.4 The Customer can place an order directly through the Website. Also, after gaining access to the Web Application, The Customer can place orders through the Web Application. The Supplier shall confirm the order placed by the Customer electronically on which the Agreement is concluded.
2.5 The Supplier may decide, in the case referred to in Article 2.4, not to accept or not to confirm the order placed by The Customer, without giving reasons, which will prevent the Agreement from being formed.
2.6 The Supplier may bring a Striktly Agreement into force by having a Striktly Agreement signed in writing by the Customer. In any case, unless otherwise agreed, the Striktly Agreement shall commence from the signing of the Striktly Agreement, regardless of whether the actual commissioning and/or installation of the Striktly Services for any reason takes place afterwards.
2.7 Finally, the Supplier may cause a Striktly Agreement to come into effect by having a Striktly Agreement signed electronically by the Customer (for example, but not limited to the conclusion of a Striktly Agreement via a digital sales tool on a computer, tablet or smartphone).

Article 3. Right to use
3.1 Subject to payment of the subscription fee payable in advance, The Supplier hereby grants The Customer the non-exclusive and non-transferable right to use the Web Application during the term of the Striktly Agreement for the purposes of The Customer’s internal business operations, for the number of Users and administrations set forth in the Striktly Agreement and for the modules as set forth in the Striktly Agreement, as well as for the purposes of any Additional Orders placed during the Striktly Agreement. The right of use also includes the right to use the Documentation associated with the Web Application.
3.2 The Customer shall use the Web Application and the Striktly Portal only in accordance with the Striktly Terms and Conditions.
3.3 The Supplier may, at its sole discretion, make renewals to the Web Application. The Supplier shall provide Customer with timely notice of the processing of updates and/or upgrades insofar as they are relevant to the use of the Web Application, all at Supplier’s discretion.

Article 4. Scope of right of use
4.1 The Customer may not allow the Web Application or the Striktly Portal to be used for the benefit of and/or by any (legal) person other than The Customer and its Employees.
4.2 The Customer is expressly prohibited from using the Web Application for or by more than the number of Users and/or administrations agreed upon at the conclusion of the Striktly Agreement and/or Additional Orders.
4.3 The Customer is not permitted to transfer any rights or obligations arising from the Striktly Agreement or the Striktly Conditions to third parties without the express consent of The Supplier.

Article 5. Duration and end of Agreement
5.1 The Striktly Agreement commences when the conditions of Article 2 of these Striktly Conditions are met and is entered into for a period of indefinite duration, unless the parties have expressly agreed otherwise in the Striktly Agreement.
5.2 The Striktly Agreement of unlimited duration may be terminated by the Parties upon six (6) Months’ notice. This notice period begins to run on the first day of the month following the month in which notice is given for customers paying on a monthly basis. For those customers who pay for Striktly services on an annual basis, cancellation must be made no later than 6 months prior to the expiration of the annual term. Failure to give timely notice will result in a tacit renewal of the Striktly Agreement for one (1) year. If the Striktly Agreement is entered into for a definite term, notice of termination must be given at least six (6) Months before the expiration of the term stipulated in the Striktly Agreement. Failure to give timely notice will extend the Striktly Agreement for the same period.
The Customer acknowledges that these are reasonable notice periods.
5.3 Termination of the Striktly Agreement must be made by registered mail addressed to the registered office of Striktly.
5.4 Upon termination of the Striktly Agreement, the Customer has the option, until the last day of the Striktly Agreement, to download all his data.
5.5 The Supplier may immediately terminate the Striktly Agreement at the time the Customer ceases operations, is dissolved or declared bankrupt.
In addition, if the Customer fails to comply with its obligations under the Striktly Agreement (such as the payment obligations), the Striktly Agreement may be terminated, without judicial intervention and after a prior notice of default (which may be sent electronically) whereby the Supplier will offer the Customer the opportunity to put an end to the default within fourteen days.
5.6 In addition, in the absence of timely fulfillment of obligations by the Customer, the Supplier shall have the right at any time to suspend its Obligations and block access to the Striktly Services.
5.7 Under no circumstances shall the Supplier be liable to pay any compensation as a result of a termination described in Articles 5.2 and 5.5 or as a result of a suspension of performance described in Article 5.6.
5.8 Upon termination of the Striktly Agreement, the Customer will no longer have access to the Web Application and its data. Supplier will not refund any fees to Customer upon termination of the Striktly Agreement for any reason.
5.9 The term of the Striktly Agreement is not changed by the posting of Adjustments by the Customer.
5.10 Termination of part of the Striktly Agreement by the Customer is only possible insofar as it concerns the termination of one or more Users and/or administrations and/or modules and the partial termination is done electronically. The Customer must explicitly state which specific Users and/or administrations and/or modules are to be terminated. The notice period referred to in Article 5.2 shall apply.
5.11 The partial termination in accordance with Article 5.10 has not validly taken place if the Customer has not indicated which specific Users and/or administrations and/or modules are to be terminated. As long as the Customer does not indicate (in a timely manner) which Users and/or administrations and/or modules should be terminated, the Customer must pay the monthly fee for these Users and/or administrations and/or modules.

Article 6. Price and payment
6.1 All prices and other rates charged by the Supplier are exclusive of VAT and exclusive of any other governmental levies to be borne by the Customer.
6.2 The Supplier may adjust the fee mentioned in Article 7 on a monthly basis. If the Customer does not agree with the aforementioned modification, the Customer may terminate the Striktly Agreement via the Web Application by the next possible date as set forth in Article 5.2 of these Striktly Terms and Conditions.
6.3 The fee (containing the monthly subscription rate) and the payment of the Supplements can only be made in advance by direct debit (with the exception of the payment of the first fee at the start of the Striktly Agreement), for which the Customer is obliged to authorize, unless expressly agreed otherwise. Additions made by the Customer during the term of the Striktly Agreement will be billed pro rata from the actual time of addition. Any other fees (for example, consulting, scans or training) associated with the Striktly Agreement will be collected automatically to the extent possible at the end of a calendar month. This means that in one case, the Customer will still have to pay an amount after termination of the Striktly Agreement. If direct debit is not possible in these cases, the amount charged must be paid no later than 14 days after the invoice date.
6.4 Invoicing and collection of the fee shall be done monthly or annually.
6.5 In the event of non-payment on the due date of the invoice, the amount due shall be increased by operation of law and without notice of default by a fixed compensation equal to 10% of the amounts due, with a minimum of 125 euros. In addition, in the event of non-payment of the invoice, interest on arrears shall be payable, ipso jure and without notice of default, from the due date of the invoice until the date of full payment, at a rate equal to the interest rate determined in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions. Default in payment of any invoice shall make all non-due invoices due and allow the Supplier to immediately suspend performance of the Striktly Agreement without notice.
6.6 If the Customer withdraws the direct debit authorization without justifiable reason or if the direct debit cannot be executed for other reasons not attributable to the Supplier, the Supplier shall notify the Customer and the Supplier reserves the right to block the functionality of the Web Application.
6.7 At the Customer’s request, access to the Web Application blocked in accordance with Article 6.6 may be reactivated within 3 months upon payment of the outstanding fees plus an additional fee.
6.8 In addition to the provisions of this Article 6 and Article 7, if the cases referred to in Article 5.5 occur, the Supplier shall be entitled to require immediate prepayment from the Customer until the end of the (intended) term of the Striktly Agreement. This total compensation is immediately due and payable.
6.9 Article 6.8 shall also apply if payment by Customer fails to occur after Supplier has followed the procedure described in Article 6.5.
6.10 All prices and fees referred to in the Striktly Agreement will be adjusted in the month of January of the year following the year of entry into force of the Striktly Agreement in accordance with the relevant legal provisions to the evolution of the health index according to the legal formula:New price: base price x new index / consumer price index. Any adjustment shall be made automatically, without the Supplier having to notify the Customer
6.11 If the customer chooses to lease the software through Striktly’s appointed leasing company and/or Striktly’s partner, the provisions of Article 31 shall also apply.

Article 7. Reimbursement
7.1 The Customer shall owe the Supplier a monthly fee under the Striktly Agreement, except for consulting services for which a fee is charged separately. This fee is determined in the Striktly Agreement. The fee shall be paid to Supplier. Unless the choice is made to transfer rent to a partner. Then the provisions of Article 31 apply.
7.2 The fee is due from the moment the Striktly Agreement is established in accordance with Article 2.4 and regardless of whether the Customer uses the Striktly Services.

Article 8. Obligations of the Supplier
8.1 The Supplier warrants that a snapshot (copy) of the data present in the Web Application is taken regularly (at least once a day). This copy is made only for internal security reasons at Supplier (for example, in case of emergencies). This copy will not be provided to the Customer.
8.2 The Supplier guarantees that the data entered by the Customer through the Web Application will be protected as best as reasonably possible against loss, theft, unauthorized access and modification by non-users.

Article 9. Obligations and cooperation of the Customer
9.1 The Customer must have a bank account with a bank registered with the Belgian Banking Association.
9.2 The Customer shall promptly notify the Supplier in writing or via the Web Application of any change in its address and/or payment details.
9.3 The Customer is obliged to comply with the rules of use in Article 11.
9.4 If the Customer fails to fulfill its obligations, the Supplier is entitled to block the Customer’s use of the Web Application without prior notice as specified in Section 6.5.
9.5 The Customer shall ensure the functioning of its hardware and software, configuration, peripherals and Internet connection required for the use of the Striktly Services.
9.6 The Customer warrants that the equipment and software used by it for the purposes of the Striktly Services meets the System Requirements. The Customer is responsible for taking the necessary measures to protect its equipment, software and telecommunications and Internet connections from viruses, computer crime and unauthorized use by its own users or by third parties.
9.7 The Customer shall provide the Supplier with all information and cooperation, including, but not limited to, providing the Supplier with correct and current address and billing information, that the Supplier needs to maintain the Striktly Services.

Article 10. Data
10.1 The data entered by the Customer through the Web Application will be stored in a database under the management of a third party engaged by the Supplier.
10.2 The Customer remains the owner of the data he has entered at all times.
10.3 The Customer shall regularly back up all data entered through the Web Application and store such data in one or more secure ways. Under no circumstances shall the Supplier be liable for costs of reproduction of mutilated or lost data nor for (consequential) damages or lost profits of the Customer.
10.4 The Customer must ensure adequate compliance with applicable legal retention periods. The Customer’s obligation relates to the administration(s) and associated data entered through the Web Application. The Supplier has no legal retention period for the records and data entered by the Customer.

Article 11. Usage Rules
11.1 The Customer shall in no way cause hindrance or damage to (the Customers of) the Supplier when using the Striktly Services. The Customer is not allowed to perform actions that can be assumed to cause damage to the systems of (the Customers of) the Supplier.
11.2 The Customer is not permitted to use the Striktly Services in violation of statutory provisions or the Striktly Terms and Conditions.
11.3 The Supplier is not responsible for the content and accuracy of the data placed by the Customer with the Supplier via the Web Application.
11.4 The Customer undertakes to the Supplier to use the Striktly Services in such a way that the amount of information stored by him and the volume of data transport realized by him do not deviate significantly from the average use of the Striktly Services by other Customers indicated by the Supplier. If, in the opinion of the Supplier, such usage by the Customer is significantly different from the average usage, the Supplier will contact the Customer in order to agree specific terms with the Customer for the additional usage. If the parties do not agree on these specific terms, the Supplier is entitled to restrict the Customer’s use of the Web Application without prior notice.

Article 12. Support
12.1 During the Striktly Agreement, the Customer is entitled to support.
12.2 Support includes the right to consult Documentation. In addition, questions can be submitted 24 hours a day via the Web Application. Furthermore, during business hours (on Business Days from 09:00 a.m. to 18:00 p.m. with the exception of Fridays until 16:00 p.m.) and subject to Article 12.5, the Customer is entitled to telephone helpdesk support regarding the use and operation of the Striktly Services.
12.3 Support does not include: (a) services regarding system configurations (set-up), hardware and networks; (b) structural work such as defining layouts, statements, annual reports, setting up chart of accounts, accounting issues, import definitions and links to third-party software; (c) on-site support; (d) extending the functionality of the Web Application at the Customer’s request; (e) converting files or restoring backup files; (f) services with respect to external databases of producers other than the Supplier; (g) configuration (set-up), training or other services not expressly described in the Striktly Agreement; h) support for (operating) software from producers other than the Supplier, which also includes third-party software that can be launched from the Web Application; (i) file repairs, where the cause cannot be attributed to the Web Application; (j) providing newly available products; (k) Internet connection support; (l) support in an environment that is not supported according to the System Requirements.
12.4 Support may only be requested by a User.
12.5 Before contacting the Supplier by telephone for support, the User is required to first consult the applicable Documentation and/or submit questions via the Striktly Portal.
12.6 If the Supplier performs work on behalf of the Customer with respect to the subjects referred to in 12.3 (a) to (l), the Supplier shall, in addition to the compensation referred to in Article 7, charge such work to the Customer separately in accordance with the prices and costs incurred by the Supplier.

Article 13. Consultancy
13.1 If Customer wishes to use consulting services from Supplier under the Striktly Agreement, Customer shall order the consulting services through the Web Application. In consultation with Customer, Supplier shall schedule the delivery of the consulting services and confirm the request for the consulting services to Customer, taking into account, to the extent possible, Customer’s preferred schedule. The Supplier cannot guarantee the schedule desired by the Customer.
13.2 The Customer may cancel the consultancy services up to 3 (three) Business Days before the (commencement) date, or request the Supplier to set a new (commencement) date. If the Customer fails to meet the aforementioned deadline of 3 (three) Business Days, the Supplier shall be entitled to charge the Customer for the consulting services not taken on the original date.
13.3 The Supplier shall use its best efforts to perform the consulting services to the best of its ability within the agreed time frames. All (delivery) dates stated by Supplier have been reasonably determined based on the information known to Supplier at the time the consulting services were entered into. These delivery dates are indicative and do not bind the Supplier.
13.4 The Supplier shall charge the Customer the fees for the Consulting Services upon completion of the Consulting Services, which shall be paid in accordance with Section 6.3.
13.5 Supplier shall always be entitled to replace the person performing the consultancy services, including by (external) experts if Supplier considers this necessary for the performance of the consultancy services.
13.6 The consulting services shall be performed on Business Days during normal office hours, with the right to thirty (30) minutes of lunch time during the agreed upon duration of the consulting services.
13.7 The Customer is responsible for ensuring that its computer system meets the System Requirements. Should it appear at the start of the Consultancy Services that such is not the case, Supplier shall be entitled to invoice the consultancy days it could not reasonably fill because the computer system at the Customer’s premises does not meet the System Requirements, or (at Supplier’s discretion) to pass on the costs Supplier had to incur to get the computer system working in accordance with the System Requirements.
13.8 The Customer shall indemnify the Supplier against claims by third parties, including Employees, who suffer damage in connection with the performance of the consultancy services which is the result of the Customer’s acts or omissions or unsafe situations in its organization.

Article 14. Availability
14.1 The Supplier shall make every effort to ensure optimal availability of and access to the Web Application.
14.2 The Supplier may, without prior notice, take access to the Web Application and the Striktly Portal (temporarily) out of service or restrict their use to the extent necessary for maintenance or modifications or improvements to be made to one or more Striktly Services, without giving rise to any right to compensation from the Customer to the Supplier. The Supplier shall make every effort to keep this to a minimum and, if possible, to inform the Customer in a timely manner.

Article 15. Login process
15.1 The Customer is obliged to follow the login procedure.
15.2 The Supplier may modify the Log-in Procedure at its discretion. The Supplier shall notify the Customer in a timely manner.
15.3 Customer must handle and is responsible for the Login Data with care. The Login credentials are not transferable and may not be used outside the Customer’s organization. The Customer and Users are obliged to maintain absolute confidentiality with respect to the login data with respect to anyone. The Customer is liable for any use of his login credentials. All actions of the Users in this regard are at the expense and risk of the Customer.

Article 16. Using the Web Application
16.1 The Supplier provides the Customer with access to the Web Application by providing Login credentials to be entered on the Striktly Portal.
16.2 The Web Application provides Users with exclusive access to information, which is related to them such as address data, contracts and historical communications. The Web Application also makes available general information to support the use of Supplier’s products. In addition, the Web Application provides the ability to interact directly with Supplier employees, through electronic requests. 16.3 The Supplier shall at all times have the right to restrict or block the Customer’s access to the Web Application indefinitely, if suspected misuse or other improper use is present and the Supplier has notified the Customer in writing with reasons, giving the Customer the opportunity to reasonably rebut the suspicions.
16.4 The Customer guarantees that the Users will handle access to the Web Application and the information obtained from it in a responsible manner, while the Customer is also unconditionally liable for any information added and/or modified by the Users on the Web Application.
16.5 The information made available by or on behalf of the Supplier via the Web Application and/or the Website is, unless otherwise stated, given with reservations and without the Customer or third parties being able to derive any rights therefrom.

Article 17. Intellectual property rights
17.1 All copyrights, patent rights, trade name rights, trademark rights, other intellectual and industrial property rights to and all similar rights protecting (information relating to) the Web Application, the Striktly portal and Documentation, are the exclusive property of the Supplier or its licensor(s). None of the provisions contained in the Striktly Agreement or the Striktly Terms may be construed to result in any transfer of those rights, in whole or in part, to the Customer.
17.2 The Customer shall not alter, remove or make unrecognizable any indication of the Supplier’s intellectual property rights on or in the Web Application, the Striktly Portal or documentation. Customer shall not use or register any trademark, design or domain name of the Supplier or any corresponding name or sign in any country, anywhere in the world.
17.3 The Supplier shall indemnify the Customer against any damages and all costs and expenses incurred by the Customer as a result of legal action brought by a third party in connection with any infringement or alleged infringement of valid patents, copyrights, trademarks or other rights of third parties by the Customer’s use, pursuant to the Striktly Agreement, the Striktly Terms and the Documentation, of the Web Application or any part thereof, provided that the Customer immediately notifies the Supplier electronically, in accordance with Section 24. 2 of these Striktly Terms and Conditions, of any such legal claim when it is announced to it, Customer allows the Supplier to defend and settle the relevant claims at its sole discretion, and provided that in doing so Customer provides all relevant information and other cooperation to the Supplier at the Supplier’s first request.
17.4 If a court order prohibiting Customer’s use of the Web Application has been imposed because of an infringing act referred to in Section 17.3 or, in the Supplier’s opinion, there is a likelihood that the Web Application will be the subject of a successful infringement claim, then the Supplier shall have the right, at its option and for its own account, to (I) for Customer to obtain the right to continue to use the Web Application as provided in these Striktly Terms; (II) replace or modify the Web Application so that it no longer infringes, provided that its functionality remains substantially unchanged; or (III) if the preceding options (I) and (II) are not reasonably practicable, terminate the Striktly Agreement and/or these Striktly Terms, as well as the rights granted under the Striktly Agreement and/or these Striktly Terms with respect to that infringing Web Application.
17.5 In addition to the provisions of Article 17.3, the Supplier shall not be liable to the Customer under this Article to the extent a claim relates to (I) use of the Web Application or the Striktly Portal in conjunction with data, equipment or software not provided by the Supplier, where the Web Application or the Striktly Portal would not by itself infringe or otherwise be the subject of the claim; (II) improper use of the Web Application or the Striktly Portal or use in a manner not described in the Documentation; (III) a modification of the Web Application or the Striktly Portal made by a (legal) person other than the Supplier; or (IV) Supplier’s compliance with Customer’s express instructions. The Customer shall indemnify the Supplier against claims described in points (I) through (IV) of this article.
17.6 The Customer acknowledges and accepts that the Supplier’s full and exclusive liability for infringement of patents, copyrights, trademarks or other intellectual property rights is as provided in this Article 17 as well as in Article 18.
17.7 The Supplier may make and maintain technical provisions to protect the (intellectual property rights to the) Web Application, the Striktly Portal and the Documentation and in view of the agreed restrictions on the use of the Web Application or the Striktly Portal. The Customer is not permitted to bypass or remove such technical features.
17.8 The Supplier may conduct or cause to be conducted an audit and/or inspection for the purpose of verifying Customer’s compliance with the terms of the Striktly Agreement and the Striktly Conditions, provided such audit and/or inspection is conducted during normal business hours, in such a manner that it does not unreasonably interfere with Customer’s business operations. Any such audit shall be performed by an independent expert selected and engaged by the Supplier, and Customer shall be obligated to provide such expert with such information, support and access to its premises and systems as is reasonably necessary to enable the expert to properly perform his audit task. Such independent expert shall furnish a summary memorandum showing his findings with respect to the audit of the reports issued by Customer and Customer’s compliance with the Striktly Agreement and the Striktly Terms and Conditions, but in no event shall he provide the Supplier with any information other than that which comes to his knowledge during the audit and/or inspection. The costs of this audit shall be borne by the Supplier, unless the audit demonstrates that the Customer is in breach of the terms of the Striktly Agreement or the Striktly Terms, in which case the costs shall be borne by the Customer.

Article 18. Liability
18.1 Supplier, its Employees, its legal representatives and third parties engaged by it in the performance of its obligations can only be held liable for direct damage to property or person resulting from intent or gross negligence of Supplier, its Employees, its legal representatives and third parties engaged by it. Insofar as statutory provisions exclude a limitation of the Supplier’s liability for damages resulting from intentional acts or gross negligence, the Supplier, its Employees, its legal representatives and third parties engaged by it shall only be liable for damages as described in the following paragraphs of this Article.
18.2 In the event of bodily injury, regardless of whether such injury results in death, the Supplier’s liability shall in any event be limited to an amount of EUR 50,000 per damaging event. In the case of property damage, the Supplier’s liability shall in any event be limited to EUR 50,000 per damaging event. In both cases, a series of related events counts as one event.
18. 3 The Supplier shall never be liable for indirect losses including, but not limited to: loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims of the Customer’s customers, mutilation or loss of data, damage related to the use of goods, materials or software of third parties prescribed by the Customer to the Supplier, damage related to the use of suppliers prescribed by the Customer to the Supplier, for consequential damage, regardless of the nature of the act (Breach of Contract, wrongful act or otherwise), even if the Supplier has been notified of the possibility of the occurrence of such damage.
18.4 The Supplier shall never be liable for any damage of any kind suffered by the Customer in connection with the temporary non-availability, temporary inaccuracy or temporary incomplete availability of the Web Application or the Striktly Portal. Since Striktly cannot guarantee in accordance with Article 18.9 that the Web Application or the Striktly Portal can be perfect or 100% free of Imperfections, the Customer cannot consider perfect or 100% availability as an essential commitment.
18.5 The Supplier shall never be liable for any damage of whatever nature suffered by the Customer in connection with the (non-)functioning of the software of the Customer or third parties, of equipment of the Customer, the Supplier or third parties, or of internet connections of the Customer, the Supplier or third parties.
18.6 The Supplier accepts no liability for the incorrect, incomplete or untimely transmission or receipt of data placed with the Supplier through the Web Application.
18.7 To the extent that the Supplier cannot claim the exclusions or limitations of liability set forth in this Section, its liability shall at all times be limited in each case to an amount equal to 50% of all amounts invoiced to Customer in the six (6) months preceding its default, less any credit by the Supplier to Customer in that period. Insofar as the Supplier cannot also claim the limitation mentioned in this Section 18.7, the Supplier’s liability shall in any event be limited to EUR 10,000.
18.8 The Customer acknowledges and accepts that the fee for the Striktly Services has been determined subject to the limitation of liability set forth in this Article.
18.9 The Customer acknowledges and accepts that the Web Application or the Striktly Portal can never be perfect or 100% free of Defects and that not all Defects will (can) be fixed. De Web Applicatie of het Striktly Portaal wordt geleverd in de huidige staat zonder enige garantie van welke aard dan ook, met inbegrip van de garanties van verkoopbaarheid of geschiktheid voor een bepaald doel en voor de prestaties of resultaten die de Klant wenst te verkrijgen door het gebruik van de Web Applicatie of het Striktly Portaal. Customer is solely responsible for the use of the Web Application or Striktly Portal, including but not limited to the risk of program errors, damage or loss of data, programs or equipment and unavailability or interruption of operations.
18.10 The Customer shall indemnify the Supplier against claims of third parties arising out of or related to the Striktly Agreement or the Striktly Conditions, unless the Customer would be able to enforce such claims against the Supplier subject to the provisions of this Article if the Customer had suffered the damage itself.
18.11 The Supplier’s liability for attributable failure to perform an agreement with the Customer shall in all cases only arise if the Customer immediately and properly gives the Supplier notice of default electronically, in accordance with Article 24.2 of these Striktly Conditions, whereby a reasonable period of time is given to still (properly) comply with its obligations, and the Supplier continues to fail imputably in the performance of its obligations after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that the Supplier is able to respond adequately.
18.12 Any right to compensation lapses in any case if the Customer has failed to take measures to (I) mitigate the damage immediately after it occurs; (II) prevent (other or additional) harm from occurring; or (III) if the Customer fails to notify the Supplier of the damage as soon as reasonably possible and provide it with all relevant information.
18.13 Any claim for damages against the Supplier shall lapse after 24 months from the occurrence of the claim.

Article 19. Privacy
19.1 The Supplier shall always act in accordance with the “Privacy Legislation”, viz. (i) the Belgian Privacy Act of December 8, 1992, on the protection of privacy with respect to the processing of personal data (i.e., as long as not repealed), (ii) EU Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC and/or (iii) the (future) Belgian legislation regarding the implementation of the aforementioned Regulation. 19.2 The Supplier has made a Privacy and Cookie Statement available on its Website, which the Customer acknowledges to have read and accepted.
19.3 The Customer shall indemnify the Supplier against all third party claims relating to the Striktly Agreement between the Supplier and the Customer and/or the data processed by the Customer in the context of the Striktly Agreement that may be brought against the Supplier due to a violation of the Personal Data Protection Act, the EU Regulation 2016/679 and/or other legislation relating to the processing of personal data not attributable to the Supplier.
19.4 Supplier may outsource parts of the processing of personal data to a third party subject to Article 24.1, with Supplier remaining responsible for compliance with the Striktly Agreement. Supplier shall ensure that the third party observes confidentiality with respect to the personal data as also observes the necessary instructions and security measures as stipulated in the Striktly Agreement and these Striktly Terms.

Article 20. Secrecy
20.1 Neither party shall disclose or use Confidential Information concerning the other party for any purpose other than that for which the Confidential Information was obtained.
20.2 Both parties shall take all reasonable precautions in order to fulfill its confidentiality obligations. None of the provisions of this Article shall impose any restriction on the Receiving Party with respect to any information or data – whether or not similar or identical to the information or data contained in the Confidential Information – if such information or data: (I) were already in the lawful possession of the receiving Party before they were obtained from that Party; ; (II) have been independently developed by the receiving Party without using information or data from the affected Party; (III) are or become generally known or generally accessible other than by an act or omission of the receiving party; or (IV) disclosed by a third party to the receiving party, without violating any confidentiality obligation to the party concerned.
20.3 The confidentiality obligations pursuant to this Article shall not apply to the extent that Confidential Information of the other Party is required to be disclosed pursuant to law, regulation or court order or by decision of a public authority, provided that the receiving Party shall use its best efforts to limit the extent of such disclosure and shall notify the relevant Party in advance of such intended disclosure.
20.4 The Parties warrant that their Employees as well as third parties engaged by the Parties shall comply with the confidentiality obligations described in this Article.

Article 21. (Delivery) terms
All (delivery) dates are set by the Supplier to the best of its knowledge and shall be observed to the extent possible. As soon as the Supplier becomes aware of a circumstance that might prevent timely delivery, it shall enter into consultation with the Customer about a new (delivery) deadline. Under no circumstances shall the Customer be entitled to compensation in connection with late delivery. The Supplier shall at all times have the right to make partial deliveries.

Article 22. Exclusion
Except as expressly set forth in the Striktly Agreement, the Supplier makes no other or further warranties, representations, conditions with respect to the Striktly Services and the Supplier hereby disclaims all other warranties, representations or conditions, whether express, implied or pursuant to law (including but not limited to warranties or conditions as to merchantability, non-infringement of other rights or fitness for a particular purpose) with respect to the Striktly Services.

Article 23. Force majeure
23.1 If a Force Majeure Event occurs, a party shall not be obligated to perform any contractual obligation, other than an obligation to pay, arising under the Striktly Agreement or the Striktly Terms. Force majeure shall include but not be limited to military action, government action, weather conditions, failure of or disruptions to telecommunications and internet connections, delay or failure to fulfill obligations by suppliers of the Supplier, transportation problems and strikes.
23.2 If at the commencement of force majeure the Supplier has already partially fulfilled its obligations, or as a result of the force majeure can only partially fulfill its obligations, it shall be entitled to separately invoice the performance already delivered or the deliverable part of the performance and the Customer shall be obliged to pay this invoice as if it were a separate agreement.

Article 24. Other provisions
24.1 The Supplier may assign or subcontract its rights or obligations under the Striktly Terms or the Striktly Agreement to a subsidiary or any other third party engaged by it for this purpose. In the event of assignment or outsourcing, these Striktly Terms and Conditions also apply to the Customer.
24.2 Any notice or other communication in connection with the Striktly Agreement or the Striktly Terms shall be directed via the Web Application or electronically to the registered office or domicile of the other party as stated in the Striktly Agreement.
24.3 If any provision of the Striktly Agreement or of these Striktly Terms, in whole or in part, is void, voidable or contrary to law, it shall be deemed to be isolated and inapplicable. In such a case, the parties will consult to replace the provision in question with a provision of similar purport that is not wholly or partially void, voidable or contrary to law. The other provisions of the Striktly Agreement or these Striktly Terms remain in full force and effect. 24.4 Delay or default on the part of the Supplier with respect to enforcing any right the Supplier has against the Customer under the Striktly Agreement or the Striktly Conditions shall never constitute a waiver of rights. A waiver by the Supplier of any right it has under the Striktly Agreement or Striktly Terms shall not constitute a waiver of such right or any other rights in any subsequent case.
24.5 The Striktly Agreement and the Striktly Terms fully reflect what has been agreed between the parties with respect to the Striktly Services and supersede all prior and contemporaneous, express or implied understandings, agreements, representations and warranties, whether written or oral. Except as provided in Section 2.2 and Section 6.2, the Striktly Agreement may be modified only by a written agreement accepted by both Customer and Supplier.
24.6 The applicability of all or part of any purchase or other general terms and conditions of the Customer is hereby expressly rejected unless expressly accepted by the Supplier.
24.7 The conclusion of the Striktly Agreement as well as any communication between the Supplier and the Customer may be done electronically except to the extent that the General Conditions and/or the Agreement and/or the law deviate from this.
24.8 The version of the communication or agreement in question stored by the Supplier shall serve as proof thereof. This saved version therefore serves as proof of signature within the meaning of article 1322 B.W.
24.9 Electronic communications shall be deemed to be received on the day of transmission unless proven otherwise by the recipient. If communications have not been received due to delivery and/or accessibility problems related to the Customer’s e-mail box, this will be at the Customer’s risk, even if the e-mail box is housed with a third party.
24.10 If the Customer and Supplier have agreed in the Striktly Agreement a limitation as to the number and size of transactions, mutations or documents delivered by the Customer that may or may not be per unit of time, the Supplier may, if that number is exceeded, charge the exceeded numbers in arrears at the agreed rate. In order to determine whether the number agreed upon by the parties has been exceeded, Supplier shall provide insight into the number of transactions, mutations or documents delivered by Customer by means of reports. The records of Supplier shall serve as complete proof, subject to proof to the contrary by Customer. Supplier shall comply with the provisions of Article 8.3 of the Striktly Terms and Conditions in preparing the necessary reports.

Article 25 Accountants
25.1 The provisions of these Striktly Terms and Conditions shall apply to Accountants. Notwithstanding Articles 3.1 and 4.1, Accountants may also use the Web Application for the benefit of their clients. For this purpose, the Accountant may order for the benefit of its customers a “specific user,” which specific user may perform certain operations on its own with respect to its own records with the Accountant.
25.2 At Supplier’s request, Accountant shall demonstrate compliance with the requirements for Accountants set by Supplier. Whether Accountant meets these requirements and whether Accountant can take advantage of certain beneficial arrangements is entirely at Supplier’s discretion.
25.3 The Accountant shall ensure that its Customers, before the Accountant starts processing the administrations in the Web Application, have given their consent to the processing of their personal data (within the meaning of the Personal Data Protection Act and the EU Regulation 2016/679) in the Web Application and (if applicable) may enter into a Striktly Agreement on behalf of its Customers with the Supplier.
25.4 The Accountant shall indemnify the Supplier against all claims of third parties relating to the Striktly Agreement between the Supplier and the Accountant and/or the data processed by the Accountant in the context of the Striktly Agreement that may be brought against the Supplier due to a violation of the Personal Data Protection Act, the EU Regulation 2016/679 and/or other legislation relating to the processing of personal data that is not imputable to the Supplier.

Article 26 Creditsafe
The Supplier shall verify the Customer’s solvency through a third party, specifically Creditsafe. The Supplier reserves the right to reject a Customer when Creditsafe determines that a Customer is insolvent particularly “High.

Article 27 Scan functionality
27.1 The Scan & Recognize functionality processes in scanned documents (invoices, etc.) automatically in the Web Application.
27.2 The Customer shall comply with the System Requirements stated on the Website regarding the use of the scanning functionality.
27.3 With respect to the use, support and availability of the scanning functionality, what is provided about use, support and availability in these Striktly Terms applies.

Article 28. Customer Data
28.1 The Customer authorizes Supplier to use its data internally for marketing related purposes and for applying services as stipulated in Article 28.2 of these Striktly Terms and Conditions. The Customer may revoke this consent at any time via the Web Application.
28.2 Supplier may also use the data Customer places in the Web Application for external analysis purposes, in which case such data will be anonymized by Supplier.
28.3 Any communication between the Supplier and the Customer may be made through the Web Application, unless otherwise provided in the Striktly Terms and Conditions and/or the Agreement and/or the law. These communications include direct emails. Customer expressly authorizes Supplier to use the electronic contacts (email addresses) Customer has given or will give to Supplier, to use them (or cause them to be used) for commercial, non-commercial and charitable purposes relating to related products or services of Supplier. The Customer acknowledges that he has clearly and explicitly had the opportunity to freely and conveniently oppose electronic contact as described in this article

Article 29 Third-party software components
If and to the extent that the Web Application contains third-party software, then the terms and conditions applicable between Supplier and said third party shall also apply between Supplier and Customer. The Customer agrees that (a) ownership of third-party software used by the Web Application always remains with that third party and that (b) Customer will not sell, copy, distribute or commercialize any third-party software.

Article 30 Applicable law and competent court
30.1 The Striktly Conditions and the Striktly Agreement are exclusively governed by Belgian law. The provisions of the Vienna Sales Convention and the Convention on Limitation in International Sale of Goods shall not apply.
30.2 All disputes, disagreements or claims arising out of or relating to these Striktly Conditions or the Striktly Agreement, or the non-performance, termination or invalidity thereof, shall be submitted exclusively to the Commercial Court of the judicial district in which the Supplier’s registered office is located.

Article. 31 Transfer of the Lease to a Partner
31.1 The Customer irrevocably grants Striktly the right to transfer the Rental to a leasing company with which Striktly cooperates. The Customer hereby consents to this assignment and shall be bound by law to the Leasing Company to perform the obligations under this agreement. Upon notification of the transfer, the price shall be paid in full discharge only to the leasing company, which shall then assume all rights and obligations of Striktly with respect to this Agreement.

31.2 Striktly shall additionally have the right to assign or pledge the claim arising from this Agreement. If the waiver or pledge is made later than when this Agreement is signed, the Customer certifies that it has been given adequate notice of such waiver or pledge by simple writing from Striktly.

31.3 The Customer is not permitted to sell, pledge, transfer or encumber any rights and obligations arising from the agreement to third parties in whole or in part.

31.4 Upon an assignment of the contract as provided in Article 31.1, the leasing company shall not indemnify the concealed severance. No story can stand up to
the leasing company be exercised because of such defect. Striktly (and not the leasing company) will continue to indemnify the Customer on an exceptional basis for hidden
defects, which the Customer expressly accepts, and this regardless of the transfer of the Lease to the leasing company. Accordingly, the Customer shall address such complaints exclusively to Striktly, and exercise all recourse against the latter.

Last update: 29/09/2022