1. Delta Point OCS bvba grants the Licensee the right to use the software for tracking open invoices of debtors of the Licensee, from the time of signature of the licence agreement and the fulfilment of his/her financial obligations in accordance with the licence agreement. This right to use does not imply the sale of the Software but exclusively the grant of the right to use the Software. This user’s right is implicitly granted to the user at the time that Delta Point OCS informs the Licensee of the access code that is linked to the user’s right. Every update and upgrade of the Software is also regarded as "Software" and falls under the user’s right. The right to use the software lasts until express notice is given; this is to take place by registered post, with observance of a 1-month term of notice prior to the anniversary of the licence agreement, which is annually tacitly renewed. All property rights and rights of the software with regard to industrial and intellectual property accrue exclusively to and remain with Delta Point OCS bvba. This licence is non-exclusive and is not transferable to third parties. In addition, it is forbidden to rent, lease or lend the software.
2. After receipt of the account and password the Licensee will receive instructions on the use of the software. After receipt of these instructions, the Licensee may still ask for additional explanation for 20 working days via remote management, by appointment. If Delta Point OCS bvba must visit the Licensee on-site, transport costs will be charged at the market rate. When the period of 20 working days has expired the Licensee can still call on Delta Point OCS bvba by appointment; this service will be billed at the hourly consulting rate, with the exception of Licensees who have a DPRAP subscription.
Only for direct billing by Delta Point OCS: every invoice is to be paid on the due date at the latest. If the invoice is not settled when due, all open invoices that are not yet overdue are immediately payable. In case of non-payment by the due date, by right and without prior notice, an interest will be due of 10% on yearly basis on the total amount of all open invoices. Furthermore, in addition, the amount of the invoices will in be increased, without prejudice, by 12% with a minimum of 125 € as lump-sum compensation.
3. Delta Point OCS bvba reserves the right to cancel the licence agreement with immediate effect by means of a simple written notice if the Licensee fails to meet his obligations, without reducing the right of Delta Point OCS bvba to request compensation for damages or to impose a fine.
4. For the duration of the agreement, the Licensee retains the right to software maintenance to an amount of 15% of the monthly subscription of the Pack licence (Light, Small, Medium or Ultra), which will be adjusted annually in accordance with the consumer price index.
5. Licensees with ‘Light and Small Pack’ user agreements are obliged to pay a set-up fee according to the published tariff, if they wish to upgrade to a ‘Medium or Ultra Pack’ licence agreement.
6. Maintenance includes detection and repair of all anomalies in the software, including those caused by, or because of, Delta Point OCS bvba distributed upgrades, the distribution of new, improved or changed versions of the software, unless this would necessitate changes in the Licensee’s hardware or equipment. The latter remains the responsibility of the Licensee.
7. The licence agreement is strictly personal and cannot be transferred. The Licensee is not permitted to share the software with third parties, nor to allow third parties to use the software without the written permission of Delta Point OCS bvba. The Licensee may not make any alterations to the software or attempt to decode or copy the software without written permission from Delta Point OCS bvba. The programme and all appurtenances (such as documentation, manuals, etc.) are and remain completely the property of Delta Point OCS bvba. Nothing from them may be reproduced and/or made public without prior express and written permission from Delta Point OCS bvba. If transfer by the user is authorised, the user will be obliged to transmit these licence conditions to the third party.
8. The software and respective documentation may not be copied, with the exception that the Licensee may make one (1) copy for personal backup purposes only. A backup may be created as often as the Licensee requires, provided the old backup is destroyed simultaneously, so that there is never more than one (1) copy of the software at the same time.
9. A violation of the two forgoing provisions gives Delta Point OCS the right to terminate the availability of the software with immediate effect, without prejudice to the right to damages.
10. Delta Point OCS bvba is not liable for any form of damage caused by the Licensee, or through the fault or negligence of Delta Point OCS bvba’s representatives or contracted third parties that fall within its responsibility.
11. In case of a violation of the intellectual property rights of a third party through use of the software of Delta Point OCS, the Licensee will immediately inform Delta Point OCS bvba of this in writing. In this case Delta Point OCS bvba will have the choice either to make available to the Licensee software that is free of any violation, or to reimburse the Licensee for the price of the licence, minus a pro rata compensation for the period that he/she has already been able to make use of it, on condition that the Licensee lends all necessary cooperation to Delta Point OCS bvba in the defence of their interests against a possible claim. The Licensee will expressly refrain from concluding any form of agreement or initiating proceedings that can damage the interests of Delta Point OCS bvba in the context of the defence of its interests against a possible claim based on a violation of intellectual property rights. The Licensee will take no further recourse against Delta Point OCS bvba in case of a violation of intellectual property rights than that set forth in this article.
12. Delta Point OCS bvba’s liability for all kinds of material
damages, as well as contractual, extra-contractual and damages caused by infringements of intellectual property rights of third parties, is limited in all cases to the value of the order. In no case shall Delta Point OCS bvba be held accountable for indirect damages or consequential damages such as, but not limited to, loss of data, loss of profit etc.
13. The user knows and accepts that Delta Point OCS can adapt the product during the duration of the agreement for reasons of technological progress; Delta Point OCS can opt to end further development of the product made available to the user under licence. The Licensee accepts that during the period of the contract Delta Point OCS can alter the services to adapt them to the above-cited technological developments. The Licensee agrees to accept these modifications without claiming any compensation for them. Delta Point OCS will inform the user of such modifications. If the program is acquired as an update of a previous version of the same program, the updated version is the only version for which the Licensee has a user’s right, and he/she is obliged to remove all material related to the earlier version. In accepting this licence agreement, the Licensee accepts all modifications to the services or features of the program. The user accepts that Delta Point OCS can supply automatic downloads of updates or additions to the software.
14. All matters that are not expressly settled in the present licence conditions will be settled by common law, with the explicit exception of the conditions of the Licensee and possible conditions to the contrary. The obligations of the user include the obligation to provide all necessary information to the supplier Delta Point OCS so that the latter can make available the best possible software. He will ask the supplier for explanation if he does not understand the information concerned.
15. In the case of disputes or conflicts between the general conditions and the licence agreement, the licence agreement prevails. All additions form an integral part of the agreement.
16. The user authorises Delta Point OCS or its legal representative to visit him/her to verify that the conditions of this licence are fulfilled. The Licensee knows and accepts that Delta Point OCS can undertake legal proceedings if the Licensee does not abide by this agreement. Delta Point OCS reserves the right to end the licence agreement automatically and without prior notification if the user does not abide by the terms or conditions. If any provision in this agreement is held to be illegal, that provision will be considered void, without any influence on the agreement as a whole and without any implication that the agreement is invalid.
17. No party is responsible for extraordinary circumstances that hinder the fulfilment of this agreement, and that are not attributable to one of the parties. If and to the degree that these circumstances make fulfilment impossible or unreasonably hamper it, these are understood to include: strikes in companies other than those of the parties, wildcat strikes or political strikes; a general lack of necessary raw materials and other goods or services necessary for the provision of the agreed service; unforeseeable delays with suppliers or other third parties on whom one of the parties is dependent.
18. Only Belgian law applies to the licence agreement. In case of dispute the competent courts are those of the Antwerp jurisdiction.