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- Art. 1
- Temporary License: time-limited, non-exclusive rights to use the Software. These rights of use are granted by the Supplier to the Licensee against payment of a periodic fee.
- Error: a defect in the Software that results in the Software not functioning in accordance with the Specifications or the Software otherwise not complying with the Terms and Conditions.
- Interoperability: the ability of the Software to exchange information with other components of a computer system and/or computer software and to communicate by means of this information.
- Conditions: these Conditions including Appendices.
- License fee: the fee that Licensee must pay to Supplier for the temporary use of the Software.
- New Version: a subsequent version of the Software with mainly new or changed functionalities, whether or not released under a different name.
- Maintenance Agreement: an agreement between the parties regarding the correction of Errors, the provision of a helpdesk facility and/or the provision of Updates, if a maintenance agreement is agreed.
- Software: the AppyBee intended for making reservations, tracking customer satisfaction and loyalty;
- Update(s): a new release of the Software in which previously known Errors have been removed and/or a limited improvement or expansion of the existing functionality(s) has taken place.
- Written: The term “Written” also includes by email, fax or other electronic medium.
- Specifications: the stated requirements with which the Software must comply.
- Customers: the users of Licensee's services
- Trial period: the period during which the Licensee may use the Software with the Supplier's consent, without owing a fee.
- Art. 2 License Agreement and Use of Software
- The Supplier shall make the Software available to Licensee under further agreed conditions. The Supplier is entitled not to make the Software available to the Licensee if the Licensee has not fulfilled its payment obligations, except in cases where there is a trial period.
- Supplier will build the Software according to the specifications agreed between the parties and make the Software available to Licensee.
- After the Supplier has made the Software available to Licensee, Licensee will carry out a limited acceptance test. If Licensee determines that the Software functions according to the specification, Licensee will notify the Supplier In Writing that the Software has been accepted. If Licensee has not informed Supplier within 5 days after the installation has been completed, the Software will be deemed to have been accepted by Licensee.
- If the Supplier releases a New Version, it will also offer this to Licensee. If Licensee accepts this offer, the provisions of these Terms will also apply to that New Version.
- The Supplier may grant the Licensee the right to use the Software for a trial period.
- The trial period will commence upon activation of the software.
- The Licensor does not owe a License Fee for the use of the Software during the trial period.
- The provisions of these terms and conditions remain fully applicable to the trial period, insofar as this does not conflict with the nature of the use.
- Art. 3 Termination of License Agreement and Probationary Period
- The License Agreement only ends if and insofar as termination takes place in accordance with the provisions of this Article 3. Without prejudice to the grounds and manner of termination in Article 3.2 and Article 3.3, a party is entitled to terminate the License Agreement by dissolution if and insofar as it is entitled to do so. by law. Dissolution leads to the consequences that the law attaches to it.
- A party is also entitled to terminate the License Agreement in whole or in part with immediate effect, without any obligation to pay compensation for any damage of that party, if one of the following circumstances occurs:
- the bankruptcy of the other party is requested;
- the other party is declared bankrupt;
- the other party is granted (provisional or otherwise) suspension of payment;
- the business of the other party is terminated or transferred in whole or in part to a third party. - The License Agreement can be terminated in writing at any time with one month's notice.
- After the duration of the trial period, the License Agreement will be tacitly renewed for an indefinite period of time, with the possibility to terminate the License Agreement on a monthly basis, unless the Licensee informs the Supplier by e-mail within 7 days before the end of the trial period. indicates that it does not want to use the Software after the trial period.
- If the License Agreement ends for whatever reason, Licensee undertakes to cease using the Software and to immediately return (all copies of) the Software and documentation relating to the Software to the Supplier.
- Art. 4 Compensation and payment
- All invoices must be paid within 14 days of the invoice date.
- Taxes, levies and other additional costs due on the License Fee are included in the License Fee.
- If Licensee does not pay the amounts due within the agreed terms, Licensee will owe the statutory commercial interest on the outstanding amount to the Supplier after the Licensee has been in default.
- Insofar as the parties have agreed on a probationary period at the start of the agreement, the Licensee does not owe any compensation for the use of the Software. After the trial period, the Licensee will owe the fee as agreed in the license agreement.
- All invoices must be paid within 14 days of the invoice date.
- Art. 5 Terms of Use
- Licensee and its Customers are permitted to load, visualize, execute or store the Software on the Computer Configuration, insofar as this corresponds to the intended use of the Software.
- Licensee is entitled to keep or make back-up copies of the Software, for temporary use or for security purposes.
- The Temporary License has the following restrictions: Licensee is not permitted to allow third parties to use the Software and documentation or to use them for the benefit of third parties, except for the use of the Software by Licensee's Customers
- The Licensee is not permitted to change or adapt the Software and the documentation.
- Licensee is not permitted to reverse engineer the source code of the Software. If Licensee needs information to achieve interoperability of the Software with computer software of Licensee itself or third parties, Licensee will request Supplier in Writing and stating reasons for the necessary information. The Supplier will then inform Licensee within a reasonable period of time whether Licensee can obtain the requested information and the conditions under which this information is provided.
- The Licensee is not permitted to remove any indication regarding copyrights, brands, trade names or other (intellectual) property rights from the Software and/or the documentation. - The Supplier is entitled to investigate whether Licensee uses the Software in a manner that is in accordance with the conditions of the Terms and Conditions. Licensee undertakes to cooperate with such an audit. Supplier shall bear both its own costs and Licensee's costs associated with such audit.
- After the License Agreement has been concluded, the Supplier will make one AppyBee application tailored to the Licensee's business available to it, in the Google Playstore and ITunes Store for the benefit of its customers, under the following conditions:
1. Licensor will make the AppyBee available to consumers in the Google Playstore and ITunes Store under Licensee's (trade) name, brand and logo.
2. Licensee grants Supplier the right to use the licensee's name, logo and other signs relating to the trade name or trademark for the purpose of this agreement for the duration of this agreement. The use will mean that the Supplier uses the name, logo and brand of the Licensee in the application developed for the benefit of the Licensee, in order to make the Software available to the consumer under the name of the Licensee.
- Licensee and its Customers are permitted to load, visualize, execute or store the Software on the Computer Configuration, insofar as this corresponds to the intended use of the Software.
- Art. 6 Warranty
- The Supplier guarantees that the Software will function in accordance with the Specifications for a period of 6 months after it has been made available.
- Licensee is entitled to free repair of Errors during the warranty period. Recovery can also be done through a problem-avoiding restriction or by providing an Update. Recovery will take place as soon as possible.
- The guarantee in article 6.1 lapses if and insofar as Supplier demonstrates that the relevant Errors have arisen due to error repair, maintenance or changes carried out by or on behalf of Licensee.
- The Supplier guarantees that the Software will function in accordance with the Specifications for a period of 6 months after it has been made available.
- Art. 7 Transfer
- The parties are not permitted to transfer the rights and obligations under the License Agreement to a third party without the prior written consent of the other party. The party that is asked for permission is entitled to attach conditions to the granting of permission.
- The parties are not permitted to transfer the rights and obligations under the License Agreement to a third party without the prior written consent of the other party. The party that is asked for permission is entitled to attach conditions to the granting of permission.
- Art. 8 Intellectual Property Rights
- The intellectual property rights with regard to the Software and the documentation are vested in the Supplier or its licensor(s).
- Supplier indemnifies Licensee in legal proceedings instituted against Licensee by third parties against all claims based on the statement that the use of the Software and/or Documentation infringes the intellectual property rights belonging to this third party, unless:
- Licensee fails to immediately notify Supplier of the claim in writing; or
- the deliberate claims of third parties are caused by changes to the Software made by Licensee or third parties engaged by Licensee; or
- the deliberate claims of third parties are caused by the use of the Software and/or Documentation in a manner that is otherwise contrary to the terms of these Conditions. - The indemnification referred to in Article 8.2 only applies if Licensee leaves the handling of the case, including the conduct of settlement negotiations, to the Supplier and, if requested, provides the necessary cooperation to the Supplier.
- Licensee declares that if a claim as referred to in Article 8.2 is brought, it agrees that Supplier, at its option:
- will change the Software and/or the documentation (or have it changed) in such a way that they no longer infringe;
- will replace the Software and/or the documentation with a functionally equivalent product;
- terminates the Terms and pays Licensee compensation in the amount of the full License Fee.
- The intellectual property rights with regard to the Software and the documentation are vested in the Supplier or its licensor(s).
- Art. 9 Maintenance
- Licensee has the right to enter into a maintenance agreement for the Software with the Supplier. In the maintenance agreement, the parties will record their agreements about the support to be provided by the Supplier to the Licensee when using the Software. The service levels for the maintenance to be performed are also laid down in this. After signing, the Maintenance Agreement also becomes an integral part of the (content of the) Conditions.
- Licensee has the right to enter into a maintenance agreement for the Software with the Supplier. In the maintenance agreement, the parties will record their agreements about the support to be provided by the Supplier to the Licensee when using the Software. The service levels for the maintenance to be performed are also laid down in this. After signing, the Maintenance Agreement also becomes an integral part of the (content of the) Conditions.
- Art. 10 Liability and penalty
- Insofar as Licensee fails to comply with one of the provisions of the License Agreement and the present terms and conditions and/or commits an unlawful act against the Supplier, Licensee is liable for compensation for the damage suffered and/or to be suffered by the Supplier.
- In addition to compensation for the damage, the Licensee forfeits an immediately due and payable fine of € 50,000 per violation, which is not subject to judicial moderation, in the event of a violation of the provisions of the License Agreement and the present terms and conditions.
- Insofar as Licensee fails to comply with one of the provisions of the License Agreement and the present terms and conditions and/or commits an unlawful act against the Supplier, Licensee is liable for compensation for the damage suffered and/or to be suffered by the Supplier.
- Art. 11 Confidentiality
- The parties will make every effort to prevent the confidential information of the other party from becoming known or in the hands of third parties. This does not apply if the disclosing party demonstrates that certain information is already publicly known, other than through a violation of this confidentiality obligation or if a party is forced by a competent (judicial) authority to disclose confidential information.
- The Supplier is not permitted to mention in advertisements, advertisements or otherwise within the framework of its marketing activities that Licensee is one of its clients, without the prior written consent of Licensee.
- The parties will make every effort to prevent the confidential information of the other party from becoming known or in the hands of third parties. This does not apply if the disclosing party demonstrates that certain information is already publicly known, other than through a violation of this confidentiality obligation or if a party is forced by a competent (judicial) authority to disclose confidential information.
- Art. 12 Other provisions
- Sections 8 (Intellectual Property), 10 (Liability), 11 (Confidentiality), 13 (Dispute Resolution) and 14 (Governing Law) by their nature shall continue to apply after termination of the License Agreement.
- The general terms and conditions of Licensee or any suppliers do not apply.
- If one or more of the provisions of these terms and conditions are invalid, unlawful or unenforceable, this shall not affect the validity of the remaining provisions. The parties will negotiate in good consultation about a new provision to replace the invalid or unenforceable provision, which follows the purport of the invalid or unenforceable provision as closely as possible.
- The general terms and conditions Notifications that the parties will make to each other on the basis of the terms and conditions will be made In Writing. n from Licensee or from any suppliers are not applicable.
- Any verbal promises and agreements have no effect, unless they have been confirmed In Writing by a party.
- The failure of a party to exercise any right or to exercise any remedy shall not constitute a waiver of that right or remedy.
- The Licensee agrees to these general terms and conditions by using the Software.
- When providing his e-mail address, the Licensee agrees that the Licensor may send him targeted offers and advertisements at that address.
- The provisions of these terms and conditions also apply to the trial period. To the extent that the term of the License Agreement is extended beyond the trial period, these terms and conditions will continue to apply to the License Agreement.
- Sections 8 (Intellectual Property), 10 (Liability), 11 (Confidentiality), 13 (Dispute Resolution) and 14 (Governing Law) by their nature shall continue to apply after termination of the License Agreement.
- Art. 13 Dispute Resolution
- The court of the District of The Hague, the Netherlands, has exclusive jurisdiction in respect of any dispute between the parties relating to the present Terms and Conditions.
- The court of the District of The Hague, the Netherlands, has exclusive jurisdiction in respect of any dispute between the parties relating to the present Terms and Conditions.
- Art. 14 Applicable law
- These Conditions are governed by Dutch law.
- These Conditions are governed by Dutch law.
Terms and Conditions
The present terms and conditions apply to the License Agreement between the Supplier and Licensee with regard to the AppyBeeDe in these Terms and Conditions - including the recitals - capitalized terms have the meanings ascribed to them in this article 1.
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