Article 1. Definitions

The following terms are subject to the following definitions in these Terms and in the Agreement:

“Accountant” means an organisation whose activity consists primarily in providing administrative services on behalf of third parties on a commercial basis and which has declared at the time of registration that it meets this requirement.

“Additional orders”: purchase of subscriptions, modules, additional users, additional administrations, after the Agreement has been entered into.

“Customer” means a natural person or a legal entity who has completed the registration process and with whom the Supplier has concluded an Agreement.

“Licensee” means the Customer.

“Portal” means the Supplier’s website, which Users access through Login Details.

“Documentation” means the electronic documentation associated with the Web Application.

“Service(s)” means the entirety of the services to be provided by the Supplier as defined in the Agreement.

“Agreement” means the agreement concluded between the Supplier and the Customer regarding the Services.

“Terms and Conditions” means these Terms and Conditions, which are presented to the prospective customer before placing the order and which, after the order is placed and accepted by the Supplier, constitute the contract terms of the Agreement.

“Leasing Company” means a third party chosen by the Supplier to undertake the financial renting of the Services.

“Partner” means a third party to be designated by the Supplier and authorised to sell Services on terms and conditions set by the Supplier.

“User” means the Customer and/or an Employee of the Customer.

“Supplier” means Striktly Business Software BV whose commercial designations are “Go Getter”, “Go Getter software”, “Striktly”, “Striktly Business Software”, “Striktly Software”.

“Licensor” means the Supplier.

“Login Procedure” means the procedure prescribed by the Supplier to be followed by the Customer in order to access the Web Application.

“Login Data” means the code(s) for the User that allows access to the Web Application and the Portal.

“Year”: a period of 12 calendar months e.g. from 5 February 2023 to 5 February 2024.

“Month” means a period of 1 calendar month for example from 5 February to 5 March; “Employee” means an employee of the Customer or Supplier, and/or a natural person/legal entity authorised to perform work for and/or under the responsibility of The Customer or Supplier.

“Imperfection”: all shortcomings of the Web Application that prevent its functioning as described in the associated documentation. The absence of a functionality in a new version of the Web Application that was present in an earlier version is not considered an Imperfection.

“Registration” means the electronic completion of a form via the Website by the prospective Customer by which he communicates his data and accepts the Terms and Conditions with a view to establishing the Agreement.

“System Requirements” means the minimum requirements imposed on the Customer’s hardware and software for the proper use of the Services.

“Confidential Information” means the confidential information relating to 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” means the software as described in the Agreement, to which the Supplier provides access through the Services to the Customer for use in accordance with the Agreement;

“Website” means the Supplier’s website 

“Working days”: from Monday to Friday, excluding official holidays in Belgium.

Article 2. Offer and Agreement

2.1 These Conditions apply to the 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 which relate to Services, unless the parties have expressly agreed otherwise. These Conditions replace all previous proposals and agreements.

2.2 The Supplier may propose changes to the Terms and Conditions. The Supplier shall inform the Customer of the proposed amendments at least two (2) Months before the amendments come into effect via the Portal. If the Customer does not agree with the proposed amendments, the Customer may, notwithstanding the provisions of Article 5.2, terminate the Agreement by the date on which the amendments come into effect. If the Customer does not expressly object to the announced changes in writing or via the Web Application within fifteen calendar days of receiving the notification from the Supplier before the announced changes take effect, the Customer shall be deemed to have agreed to the changes.

2.3 All proposals or price offers relating to the Services are without obligation and are revocable.

2.4 The Customer can place an order directly via the Website. The Customer can also, after having gained access to the Web Application, place orders via the Web Application. The Supplier confirms the order placed by the Customer electronically, whereupon the Agreement comes into effect.

2.5 In the case referred to in Article 2.4, the Supplier may decide, without giving reasons, not to accept or confirm the order placed by The Customer, as a result of which the Agreement is not concluded.

2.6 The Supplier may bring an Agreement into force by having an Agreement signed in writing by the Customer, after confirmation by the Customer by e-mail to the Supplier or after the Customer has placed an order electronically. The Agreement shall in any case, unless otherwise agreed, commence from the signing of the Agreement, from the confirmation by the Customer by e-mail to the Supplier or after the Customer has placed an order electronically, regardless of whether the actual commissioning and/or installation of the Services takes place afterwards for whatever reason.

2.7 Finally, the Supplier may bring an Agreement into force by having the Customer sign an Agreement electronically (e.g. but not limited to concluding an Agreement via a digital sales tool on a computer, tablet, or smartphone). 
2.8 When ordering the Service(s), either through the Website or by any other means – which includes registering for the free trial period – the Customer will always be asked to accept these Terms and Conditions and the privacy policy of the Agreement. The Customer enters into an Agreement with the Supplier upon acceptance of the Terms and Conditions and the privacy policy. The Customer expressly acknowledges that any acceptance of the Conditions electronically gives rise to a valid Agreement. This is in full compliance with the provisions of the Belgian Code of Economic Law. Within the limits permitted by law, the Supplier may use any available electronic files to prove the existence of the Agreement. Anyone entering into this Agreement on behalf of a legal entity represents and warrants that he is legally authorised to bind such legal entity to these Terms of Service.

Article 3. Right of use

3.1 Provided the prepaid subscription fee is paid 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 Agreement for the Customer’s internal business operations, for the number of Users and administrations included in the Agreement and for the modules as included in the Agreement, as well as for any Additional Orders placed during the Agreement. The right of use also includes the right to use the Documentation accompanying the Web Application.

3.2 The Customer shall only use the Web Application and the Portal in accordance with the Terms and Conditions.

3.3 The Supplier may, at its discretion, make upgrades to the Web Application. The Supplier shall notify the Customer in a timely manner of the processing of updates and/or upgrades insofar as they are relevant to the use of the Web Application, all at the Supplier’s discretion.

Article 4. Scope of the right of use

4.1 The Customer may not allow the Web Application or the 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 not permitted to use the Web Application for or by more than the number of Users and/or administrations agreed upon at the conclusion of the Agreement and/or Additional Orders.

4.3 The Customer is not allowed to transfer rights or obligations arising from the Agreement or Terms and Conditions to third parties without the express consent of the Supplier.

Article 5. Duration and termination of the Agreement

5.1 The Agreement commences when the conditions of Article 2 of these Conditions are met and is entered into for an indefinite period, unless the parties have expressly agreed otherwise in the Agreement.

5.2 The Agreement of unlimited duration
may be terminated by the Parties subject to a notice period of six (6) Months. This notice period starts to run on the first day of the next billing period after the termination. In any event, the Supplier shall not be liable for any refund.   

If the Agreement has been entered into for a fixed term
, notice of termination must be given at least six (6) Months before the expiry of the term stipulated in the Agreement. Article 1794 Old Civil Code is explicitly excluded. In the event of untimely termination, the Agreement will be extended for the same period.

The Customer acknowledges that these are reasonable notice periods.

5.3 Termination of the Agreement must be made by registered mail addressed to the Supplier’s registered office. The date of termination is the date on which the registered mail was presented at the Supplier’s registered office.

5.4 Upon termination of the Agreement, the Customer has the option, until the last day of the Agreement, to download all his data.

5.5 The Supplier may immediately terminate the Agreement at the time the Customer ceases operations, is dissolved or declared bankrupt. Furthermore, if the Customer fails to fulfil its obligations under the Agreement (such as payment obligations), the 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 event of failure by the Customer to meet its obligations on time, the Supplier shall be entitled to suspend its obligations and block access to the Services at any time.

5.7 Under no circumstances shall the Supplier be liable to pay any compensation as a result of a termination as described in Articles 5.2 and 5.5 or as a result of a suspension of performance as described in Article 5.6.

5.8 Upon termination of the Agreement, Customer will no longer have access to the Web Application and its data. The Supplier shall not refund any fees to Customer upon termination of the Agreement for any reason. The Supplier may, upon receipt of Customer’s termination, prepare an invoice which will include all amounts still payable by Customer in one invoice and be payable by Customer in one payment.

5.9 The term of the Agreement shall not be changed by the placing of Additional Orders by the Customer, unless otherwise agreed between the Supplier and the Customer.

5.10 Termination of part of the 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 indicate which specific Users and/or administrations and/or modules are to be cancelled. The notice period referred to in Article 5.2 applies to this.

5.11 The partial cancellation in accordance with Article 5.10 has not taken place validly if the Customer has not indicated which specific Users and/or administrations and/or modules are to be cancelled. If the Customer does not indicate (in time) which Users and/or administrations and/or modules are to be cancelled, the Customer must pay the monthly fee for these Users and/or administrations and/or modules.

5.12 The Customer may also opt for a so-called “swap”, whereby one or more modules are replaced by one or more other Services. This must always be confirmed in writing by the Customer and the Supplier before the next billing date. If not confirmed by the Customer and the Supplier before the next billing date, the Customer will be invoiced at the rates in force at that time.

Article 6. Price and payment

6.1 All prices and other tariffs charged by the Supplier are exclusive of VAT and any other government levies for the account of the Customer.

6.2 The Supplier may adjust the fee mentioned in Article 7 monthly. If the Customer does not agree with the adjustment, the Customer may terminate the Agreement by the next possible date as set out in Article 5 of these Terms and Conditions.

6.3 The fee (comprising the monthly subscription rate) and the payment of Additional Orders may be made in advance by direct debit (except for the payment of the first fee at the start of the Agreement), for which the Customer is obliged to authorise, unless expressly agreed otherwise. Additional orders by the Customer during the term of the Agreement shall be invoiced pro rata from the actual moment of addition. Any other fees (e.g. consultancy, scans, or training) belonging to the Agreement will be collected automatically as far as possible after the end of a calendar month. If automatic collection is not possible in these cases, the amount charged must be paid at the latest within 14 days of the invoice date.

6.4 Invoicing and collection of the fee shall take place monthly or annually.

6.5 In the event of non-payment on the due date of the invoice, the amount due shall be increased ipso jure and without notice of default by a fixed compensation equal to 10% of the amounts due, with a minimum of 125 euros. Furthermore, 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 Act of 2 August 2002 on combating late payment in commercial transactions. Non-payment of an invoice makes all non-due invoices due and allows the Supplier to immediately suspend performance of the Agreement without notice of default.

6.6 If the Customer revokes the direct debit authorisation without justifiable reason or if the direct debit cannot be executed for other reasons not attributable to the Supplier, the Supplier reserves the right to block the functionality of the Web Application, as well as if the direct debit is revoked or refused, the amounts will be automatically increased by 4% administrative surcharge.

6.7 At the Customer’s request, access to the Web Application blocked in accordance with Article 6.6 can be reactivated within 3 Months against payment of the outstanding fees.

6.8 In addition to the provisions of this article 6 and article 7, if the cases referred to in articles 5.2 and 5.5 occur, the Supplier shall be entitled to demand immediate payment in advance from the Customer until the end of the (intended) term of the Agreement. This total payment is immediately due and payable.

6.9 Article 6.8 shall also apply if payment by the Customer is not made after the Supplier has followed the procedure described in Article 6.5.

6.10 All prices and fees referred to in the Agreement will be adjusted in the month of January of the year following the year of entry into force of the Agreement in accordance with the relevant legal provisions, based on the Agoria Digital index by applying the following formula: New Price = Base Price*(0.2+0.8*(New Index/Commencement Index)) For the purposes of applying this formula, the following definitions apply:
Base Price: price at the commencement of the Contract;
Commencement Index: the index “reference wage cost national average DIGITAL” published
by Agoria of the month preceding the commencement of the Contract (or if this index is no longer published, the index that replaces it);
New Index: the index “reference wage cost national average DIGITAL” published
by Agoria of the month preceding the date of indexation.

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 a leasing company and/or Partner of the Supplier appointed by the Supplier, the provisions of Article 31 shall also apply.

6.12 The Supplier shall increase the agreed price by 17% if the Customer opts for monthly billing instead of annual billing.
6.13 The Supplier shall increase the agreed price by 4% if the Customer opts for payment by bank transfer instead of direct debit.

6.14 If the Customer exceeds the limits set out in the Agreement in terms of the size and number of transactions recorded by the Customer, mutations or documents delivered by the Customer or other expressly named usage limits, the Customer will automatically be placed in a higher category corresponding to the Customer’s additional consumption. This transition to a category corresponding to actual usage is immediate and will be reflected in the next billing cycle. Termination of this higher category is subject to the provisions of Article 5.10 

Article 7. Compensation

7.1 The Customer owes the Supplier a monthly fee under the Agreement, except for consultancy services for which a fee is charged separately. This fee shall be determined in the Agreement. The fee shall be paid to the Supplier. Unless a choice is made to transfer the Agreement to a Partner. Then the provisions of Article 31 shall apply.

7.2 The fee is payable from the moment the Agreement is concluded in accordance with Article 2.4 and regardless of whether the Customer uses the Services.

7.3 If the Customer is not reachable for 1 (one) Month after the conclusion of the Agreement and/or has not scheduled his commissioning or installation of the Services and/or was not present at the scheduled appointment for commissioning and/or installation of the Services up to 3 (three) times, the Supplier will activate the account and billing will be initiated, unless otherwise agreed.

Article 8. Supplier’s obligations

8.1 The Supplier guarantees that a snapshot (copy) of the data present in the Web Application is made regularly (at least once a day). This copy is only made for internal security reasons at the Supplier (e.g. in case of calamities). 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 secured as well as reasonably possible against loss, theft, unauthorised 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 must notify the Supplier immediately of any change in its address and/or payment details in writing or via the Web Application. The Supplier shall not be liable for changes not communicated or communicated late.

9.3 The Customer is obliged to observe the rules of use in Article 11.

9.4 If the Customer fails to comply with its obligations, the Supplier is entitled to block the Customer’s use of the Web Application without prior notice as specified in clause 6.5.

9.5 The Customer shall ensure the functioning of his hardware and software, configuration, peripherals, and internet connection required for the use of the Services.

9.6 The Customer guarantees that the equipment and software used by him for the purposes of the Services meet the System Requirements. The Customer is responsible for taking the necessary measures to protect his equipment, software and telecommunications and internet connections against viruses, computer crime and unauthorised use by his own users or by third parties.

9.7 The Customer shall provide the Supplier with all information and cooperation, including, inter alia, the transmission to the Supplier of correct and up-to-date address and billing details, that the Supplier requires for the maintenance of the Services.

Article 10. Data

10.1 The data entered by the Customer through the Web Application will be stored in a database managed by 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 backup 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) damage or lost profits of the Customer.

10.4 The Customer must ensure adequate compliance with applicable statutory retention periods. The Customer’s obligation relates to the administration(s) and related data entered through the Web Application. The Supplier has no legal retention period for the administration(s) 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 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 allowed to use the Services in violation of statutory provisions or the 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 Services in such a way that the amount of information stored by the Customer and the volume of data transport realised by the Customer do not deviate significantly from the average use of the Services by other Customers as indicated by the Supplier. If in the opinion of the Supplier this use by the Customer deviates significantly from the average use, the Supplier shall contact the Customer in order to agree specific conditions with the Customer for the additional use. If the parties do not agree on these specific conditions, the Supplier is entitled to restrict the Customer’s use of the Web Application without prior notice.

 

Article 12. Support

12.1 During the Agreement, the Customer is entitled to support, unless otherwise agreed.

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 office hours (on Business Days from 09:00 to 12:00 and from 13:00 to 18:00 with the exception of Fridays until 16:00) and subject to Article 12.5, the Customer is entitled to telephone helpdesk support regarding the use and functioning of the Services.

12.3 Support does not include: (a) services in respect of system configurations (set-up), hardware and networks; (b) structural work such as defining layouts, statements, annual reports, set-up of chart of accounts, accounting issues, import definitions and links to third-party software; (c) on-site support; (d) expanding the functionality of the Web Application at the Customer’s request; (e) converting files or restoring back-up files; (f) services in respect of external databases of producers other than the Supplier g) configuration (set-up), training or other services not explicitly described in the Agreement; h) support for (operating) software of producers other than the Supplier, which also includes third-party software that can be started from the Web Application; i) file repairs, where the cause cannot be attributed to the Web Application; j) provision of newly made available products; k) support for the Internet connection; 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 shall first consult the applicable Documentation and/or submit questions via the Portal.

12.6 If the Supplier performs work on behalf of the Customer with regard 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 the Customer separately for this work in accordance with the prices and costs incurred by the Supplier.

 

Article 13. Consultancy

13.1 If Customer wishes to make use of consultancy services of Supplier as part of the Agreement, Customer shall order the consultancy services via the Web Application. In consultation with the Customer, the Supplier shall schedule the delivery of the consultancy services and confirm the application for the consultancy services to the Customer, taking into account as far as possible the planning desired by the Customer. 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 observe the aforementioned period of 3 (three) Business Days, the Supplier shall be entitled to charge the Customer for the consultancy services not taken on the original date.

13.3 The Supplier shall endeavour to perform the consultancy services to the best of its ability within the periods agreed for them. All (delivery) periods stated by the Supplier have been reasonably determined based on the data known to the Supplier when the consultancy services were entered into. These delivery periods are indicative and do not bind the Supplier.

13.4 The Supplier shall charge the Customer the fees for the consultancy services upon completion of the consultancy services, which shall be paid in accordance with clause 6.3.

13.5 Supplier is always entitled to replace the person performing the consultancy services, including by (external) experts if Supplier deems this necessary for the performance of the consultancy services.

13.6 The consultancy services shall be performed on Business Days during normal office hours, with entitlement to thirty (30) minutes of lunch time during the agreed duration of the consultancy 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, the Supplier shall be entitled to invoice the consultancy days it could not reasonably fill because the Customer’s computer system does not meet the System Requirements, or (at the Supplier’s discretion) to pass on the costs the Supplier has had to incur to get the computer system working in accordance with the System Requirements.

13.8 The Customer shall indemnify 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 organisation.

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, (temporarily) take access to the Web Application and the Portal out of use or restrict their use to the extent necessary for maintenance or adjustments or improvements to be made to one or more Services, without this entailing a 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 good time.

Article 15. Login procedure

15.1 The Customer is obliged to follow the Login procedure.

15.2 The Supplier may modify the Login Procedure at its discretion. The Supplier shall inform the Customer in a timely manner.

15.3 The Client should handle and is responsible for the Login Data with care. The Login Data are not transferable and may not be used outside the Customer’s organisation. The Customer and the Users are obliged to maintain absolute confidentiality with respect to the Login Data towards anyone. The Customer is liable for any use of his/her Login data. All acts of the Users in this regard are for the account and risk of the Customer.

Article 16. Use of the Web Application

16.1 The Supplier provides the Customer with access to the Web Application by means of providing Login data to be entered on the Portal.

16.2 The Web Application provides Users with exclusive access to information related to them such as address details, contracts, and historical communications. The Web Application also provides general information to support the use of Supplier’s products. In addition, the Web Application offers the possibility to directly contact Employees of Supplier, by means of 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 for an indefinite period of time, if suspected misuse or other improper use is present and the Supplier has notified the Customer of this in writing, giving the Customer the opportunity to reasonably rebut the suspicions.

16.4 The Customer guarantees that the Users deal responsibly with access to the Web Application and the information obtained from it, 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 Portal and Documentation are the exclusive property of the Supplier or its licensor(s). None of the provisions contained in the Agreement or the Conditions may be construed as leading to a full or partial transfer of those rights to the Customer.

17.2 Customer shall not alter, remove, or make unrecognisable any indication of the Supplier’s intellectual property rights on or in the Web Application, 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 respect of any infringement or alleged infringement of valid patents, copyrights, trademarks or other rights of third parties by the Customer’s use, pursuant to the Agreement, the Terms and Conditions and the Documentation, of the Web Application or any part thereof, provided that the Customer promptly notifies the Supplier electronically, in accordance with clause 24.2 of these 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 own discretion and provided that, in doing so, Customer provides the Supplier with all relevant information and other cooperation at the Supplier’s first request.

17.4 If a court injunction is imposed on the Customer’s use of the Web Application due to an infringing act as referred to in clause 17.3 or, in the opinion of the Supplier, 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 (I) to obtain for the Customer the right to continue using the Web Application as provided for in these Terms and Conditions; (II) replace or modify the Web Application so that it no longer infringes, provided that its functionality remains substantially unchanged; or (III) if the foregoing options (I) and (II) are not reasonably practicable, terminate the Agreement and/or these Terms, as well as the rights granted under the Agreement and/or these Terms in respect of that infringing Web Application.

17.5 In addition to the provisions of Art. 17.3, the Supplier shall not be liable to the Customer under this Section to the extent a claim relates to (I) use of the Web Application or the Portal in connection with any data, equipment or software not supplied by the Supplier, where the Web Application or the Portal would not in itself infringe or otherwise be the subject of the claim; (II) incorrect use of the Web Application or the Portal or use in a manner not described in the Documentation; (III) a modification of the Web Application or the Portal made by a (legal) person other than the Supplier; or (IV) the Supplier’s compliance with the Customer’s express instructions. The Customer shall indemnify the Supplier against claims described in points (I) to (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 set out 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 Portal, and the Documentation and in view of the agreed restrictions on the use of the Web Application or the Portal. The Customer is not allowed to circumvent or remove such technical provisions.

17.8 The Supplier may carry out or cause to be carried out an audit and/or inspection to verify Customer’s compliance with the terms of the Agreement and the Conditions, provided that such audit and/or inspection is carried out during normal business hours, in such a way that it does not unreasonably interfere with Customer’s business operations. Any such audit shall be carried out by an independent expert selected and engaged by the Supplier, and Customer shall be obliged 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 carry out its audit task. Such independent expert shall provide a summary note showing his findings with regard to the audit of the reports issued by the Customer and the Customer’s compliance with the Agreement and the Conditions but shall in no case provide the Supplier with any information other than that which comes to his knowledge during the audit and/or inspection. The costs of such audit shall be borne by the Supplier, unless the audit shows that the Customer is in breach of the terms of the Agreement or the Conditions, in which case the costs shall be borne by the Customer.

Article 18. Liability

18.1 The Supplier can only be held liable for direct damage to property or person resulting from intent or gross negligence on the part of the Supplier, its Employees, its legal representatives and for the intent of third parties it engages.

18.2 In the case 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 connected events shall be deemed one event.

18.3 The Supplier shall never be liable for indirect losses including, but not exclusively: loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims by the Customer’s customers, mutilation or loss of data, damage related to the use of third-party items, materials or software 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 likelihood 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 incorrect availability or temporary incomplete availability of the Web Application or the Portal. As the Supplier cannot guarantee in accordance with clause 18.9 that the Web Application or the 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 Customer’s or third parties’ software, 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 incorrect, incomplete, or untimely transmission or receipt of data placed with the Supplier via the Web Application.

18.7 To the extent that the Supplier cannot claim the exclusions or limitations of liability set out in this Clause, its liability shall at all times be limited in each case to an amount of 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 Services has been determined subject to the limitation of liability referred to in this article.

18.9 The Customer acknowledges and accepts that the Web Application or the Portal can never be perfect or 100% free of imperfections and that not all imperfections will (can) be repaired. The Web Application or the Portal is delivered in its current state without any warranties whatsoever, including the warranties of merchantability or fitness for a particular purpose and for the performance or results that the Customer wishes to obtain by using the Web Application or Portal. The Customer is solely responsible for the use of the Web Application or Portal, including but not limited to the risk of programme errors, damage or loss of data, programmes or equipment and unavailability or interruption of operations.

18.10 The Customer shall indemnify the Supplier against claims by third parties arising from or related to the Agreement or the Conditions, unless the Customer could enforce these claims against the Supplier with due observance of the provisions of this article if the Customer had suffered the damage itself.

18.11 The liability of the Supplier for attributable failure in the performance of an agreement with the Customer shall in all cases only arise if the Customer immediately and properly gives notice of default to the Supplier electronically, in accordance with Article 24.2 of these Terms and Conditions, in which a reasonable period is given to still (correctly) 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) limit the damage immediately after it occurs; (II) prevent (other or additional) damage from occurring; or (III) if the Customer fails to notify the Supplier of the damage as soon as reasonably possible and to provide it with all relevant information.

18.13 Any claim for damages against Supplier shall lapse after 24 Months from the occurrence of the claim.

 

Article 19. Privacy

19.1 The Supplier has made a privacy statement and cookie statement available on its Website, which the Customer acknowledges to have read and accepted.

19.2 The Customer shall indemnify the Supplier against all third-party claims relating to the Agreement between the Supplier and the Customer and/or the data processed by the Customer within the framework of the Agreement that may be brought against the Supplier due to a violation of the EU Regulation 2016/679 and/or other legislation concerning the processing of personal data that is not imputable to the Supplier.

 

Article 20. Confidentiality

20.1 Both parties shall not disclose or use Confidential Information concerning the other party for any purpose other than for which the Confidential Information was obtained.

20.2 Both parties shall take all reasonable precautions to comply with its confidentiality obligations. None of the provisions contained in this Article shall impose any restriction on the Receiving Party in respect of 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 the lawful possession of the Receiving Party before it was obtained from the Relevant Party; ; (II) were independently developed by the Receiving Party without the use of any information or data of the Relevant Party; (III) are or become generally known or generally accessible, other than by an act or omission of the Receiving Party; or (IV) are disclosed to the Receiving Party by a third party, without breaching any obligation of confidentiality to the Relevant Party.

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 Parties guarantee that their Employees as well as third parties engaged by parties will comply with the confidentiality obligations described in this article.

 

Article 21. (Delivery)terms

All (delivery) deadlines shall be set by the Supplier to the best of its knowledge and shall be observed as far as possible. As soon as the Supplier is aware of a circumstance that might prevent timely delivery, it shall enter into consultation with the Customer about a new (delivery) date. Under no circumstances shall the Customer be entitled to compensation in connection with a late delivery. The Supplier shall always be entitled to make partial deliveries.

Article 22. Exclusion

Except as expressly set out in the Agreement, the Supplier makes no other or further warranties, undertakings, conditions in relation to the Services and the Supplier hereby disclaims all other warranties, undertakings or conditions, whether express, implied or pursuant to law (including but not limited to warranties or conditions relating to merchantability, non-infringement of other rights or fitness for a particular purpose) in relation to the Services.

Article 23. Force majeure

23.1 In the event of force majeure, a party shall not be obliged to fulfil any contractual obligation, other than an obligation to pay, arising from the Agreement or the Conditions. Force majeure includes, but is not limited to, military action, government action, weather conditions, failure of or disruptions to telecommunication and internet connections, delay, or failure to fulfil obligations by suppliers of the Supplier, transport problems and strikes.

23.2 If the Supplier has already partly fulfilled its obligations when force majeure occurs, or as a result of the force majeure can only partly fulfil its obligations, it is entitled to invoice the performance already delivered or the deliverable part of the performance separately and the Customer is obliged to pay this invoice as if it were a separate agreement.

Article 24. Other provisions

24.1 The Supplier may transfer or subcontract its rights or obligations under the Conditions or the Agreement to a subsidiary or to another third party engaged by it for this purpose. In the event of transfer or outsourcing, these Conditions shall also apply to the Customer.

24.2 Any notice or other communication in connection with the Agreement or the Terms shall be addressed via the Web Application or electronically to the registered office or domicile of the other party as stated in the Agreement.

24.3 If any provision of the Agreement or of these Conditions is wholly or partly void, voidable or in conflict with the law, it shall be deemed to be isolated and not applicable. In such a case, the parties shall consult to replace the provision concerned by a provision of similar purport which is not wholly or partly void, voidable or in conflict with the law. The other provisions of the Agreement or these Conditions shall remain in full force and effect. 24.4 Any delay or failure on the part of the Supplier to enforce any right which the Supplier has against the Customer under the Agreement, or the Conditions shall never constitute a waiver of rights. If the Supplier waives a right to which it is entitled under the Agreement or the Conditions, this does not mean that it also waives or must waive the same or other rights in a subsequent case.

24.5 The Agreement and the Conditions fully reflect what has been agreed between the parties in relation to the Services and supersede all prior and contemporaneous, express, or implied, understandings, agreements, representations, and warranties, whether written or oral. Except as provided in clause 2.2 and clause 6.2, the Agreement may only be amended 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 Agreement as well as any communication between the Supplier and the Customer may be done electronically except to the extent that the Conditions and/or the Agreement and/or the law deviate from this.

24.8 The version saved by the Supplier of the communication or agreement in question shall serve as proof thereof. This saved version shall therefore serve as proof of signature.

24.9 Electronic communications are deemed to have been received on the day of transmission unless the contrary is proven by the recipient. If the communication has not been received due to delivery and/or accessibility problems regarding 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 Customer and Supplier have agreed in the Agreement a limitation as to the size and number of transactions, mutations or documents delivered by Customer which may or may not be per unit of time, Supplier may, if that number is exceeded, charge the exceeded numbers in arrears at the agreed rate. To determine whether the number agreed by the parties has been exceeded, Supplier shall provide insight into the number of transactions, mutations or documents supplied by Customer by means of reports. The records of Supplier shall serve as full evidence, subject to evidence to the contrary by Customer. In preparing the necessary reports, Supplier shall observe the provisions of Article 8.3 of the Go Getter Terms and Conditions.

Article 25. Auditors

25.1 The provisions of these Conditions shall apply mutatis mutandis to Accountants. Notwithstanding Articles 3.1 and 4.1, Accountants may also use the Web Application for the benefit of their customers. For this purpose, the Accountant can order a ‘specific user’ for the benefit of his customers, which specific user can perform certain actions himself with regard to his own administration with the Accountant, unless contractually agreed otherwise.

25.2 At Supplier’s request, Accountant will demonstrate that it meets the requirements set by Supplier for Accountants. Whether Accountant meets these requirements and whether Accountant can make use of certain favourable 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 an Agreement on behalf of its customers with the Supplier.

25.4 The Accountant indemnifies the Supplier against all claims of third parties in relation to the Agreement between the Supplier and the Accountant and/or the data processed by the Accountant in the context of the 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 concerning the processing of personal data that is not imputable to the Supplier.

Article 26. Creditsafe

The Supplier will verify the Customer’s solvency through a third party, in this case 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 & Recognise functionality processes in scanned documents (invoices, etc.) automatically in the Web Application.

27.2 The Customer shall observe the System Requirements stated on the Website regarding the use of the scanning functionality.

27.3 With regard to the use, support, and availability of the scan functionality, what is stipulated about use, support and availability in these Terms and Conditions shall apply.

Article 28. Customer data

Any communication between the Supplier and the Customer may be made via the Web Application; via the telephone number (including SMS and WhatsApp) and email address provided by the Customer; and chatbot, unless deviated from in the Conditions and/or the Agreement and/or the law.

Article 29. Third-party software components

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

Article 30. Applicable law and competent court

30.1 The Conditions and the Agreement are governed exclusively by Belgian law.

30.2 All disputes, disagreements or claims arising from or relating to these Conditions or the Agreement, or the non-performance, termination, or invalidity thereof, shall be submitted exclusively to the corporate court of the judicial district in which the Supplier’s registered office is located.

Article. 31. Transfer of the Agreement to a Partner

31.1 The Customer irrevocably grants to the Supplier the right to transfer the Agreement to a Leasing Company with which the Supplier cooperates. The Customer hereby consents to this transfer and shall be legally bound to the Leasing Company to perform the obligations under the Agreement. Upon notification of the transfer, the price shall only be paid in full discharge to the Leasing Company, which shall then assume all rights and obligations of the Suppliers in respect of the Agreement.

31.2 The Supplier shall additionally have the right to waive or pledge the claim arising from this Agreement. If the waiver or pledge is made later than at the commencement of this Agreement, Customer shall declare that it has been sufficiently informed of such waiver or pledge by simple letter from the Supplier.

31.3 The Customer is not allowed to sell, pledge, transfer or encumber to third parties all or part of its rights and obligations arising from the Agreement.

31.4 In the event of an assignment of the Agreement as provided in Clause 31.1, the Leasing Company shall not indemnify the concealed breach. No recourse can be exercised against the Leasing Company for such breach. The Supplier (and not the Leasing Company) will continue to indemnify the Customer for hidden defects on an exceptional basis, which the Customer expressly accepts, and this irrespective of the assignment of the Agreement to the Leasing Company. Consequently, for these complaints, the Customer shall address himself exclusively to the Supplier, exercising all recourse against the latter.

 last date of edit: 17/03/2024