General conditions

1. DEFINITIONS

1.1. DLS NV: the service provider/seller/lessor/licensor NV DATA LINE SOLUTIONS, with company number BE0461.602.808

1.2. The customer: the natural person or legal entity that enters into an agreement with DLS NV with respect to the granting of a user licence on

a standard software package or on a customised software package to be created by DSL NV, with the accompanying installation, training and

services, or any other legal act.

1.3. Software: the standardised application software and the accompanying installation, training and services, used for the management and

processing of the information of a company from the graphic communication industry.

1.4. Hardware: the hardware, including the operating systems on which the software is run, as described in the specific provisions.

1.5. Installation: the initial preparation of the software for use, including a temporary activation, but excluding the upload of databases and the

adjustment maintenance.

1.6. Activation: unblocking the software, e.g. by means of an activation key.

1.7. Defect: a serious anomaly, in all respects, in the operation or functionality of the software, which is inherent in the software installed and

considerably affects its normal use as prescribed by the licensor, on the understanding that the software must be used in accordance with the

instructions of the licensor and the required hardware must be used in accordance with the instructions of the licensor and the hardware manufacturer.

An anomaly is not regarded as a defect if it results from:

a. incorrect manipulation of the software or hardware, or improper or incorrect use thereof;

b. power failures, fire, natural disasters, accidents;

c. the disruptive, inadequate or defective operation and/or installation of hardware and/or software, although the hardware and/or software itself

is not defective;

d. damaged data files.

A remark is in any case not regarded as a defect, either, if it relates to:

a. the speed at which the software is running on the hardware, unless a specific speed was explicitly guaranteed within the context of a predetermined

hardware configuration that is described in detail

b. the layout on which the software and/or the hardware visualises the data, the forms and/or objects and presents them to the user, either via

a screen or via a printer output.

1.8. Maintenance (software development): the delivery to the licensee of a revised version of the software, in which not only known errors were

corrected, but also the existing operation and functionality of the software was improved and new functions were added if necessary.

1.9. Customer support: the provision of information to the licensee within the business hours of DLS NV, either by telephone (+32 50 83 20 02)

or by fax and/or e-mail, with a view to solving any reported usage and/or technical problems.

1.10. Anniversary of the activation: the anniversary of the activation coincides with the start of a new calendar year. Only during the year in which

the agreement is concluded, the activation takes effect on the first day of the month following the date on which the agreement is signed and

expires at the end of the current calendar year.

2. AGREEMENT

2.1. Unless explicitly agreed otherwise in writing, the present General Terms and Conditions are applicable to all agreements concluded by DLS

NV and supersede all previous other agreements between the parties.

2.2. Acceptance:

2.2.1. The present General Terms and Conditions apply to agreements relating to the granting of a user licence for a standard software package

or for a customised software package to be created by DLS NV, with the accompanying installation, training and services and all resulting obligations,

unless stated otherwise in the Specific Terms and Conditions, if any. These Specific Terms and Conditions are laid down in the quotation

and in the agreements or documents explicitly referred to therein.

2.2.2. The customer is deemed to have knowledge of these General and Specific Terms and Conditions upon entering into an agreement with

DLS NV and to have accepted them, unless an explicit written rejection of the terms and conditions by the customer is communicated within 24

hours after the conclusion of the agreement. Both documents constitute the entire agreement, to the exclusion of any other documents.

2.2.3. The above-mentioned acceptance implies the waiver by the customer of any contradictory provision of the customer’s own General Terms

and Conditions, if any.

2.2.4. Changes, supplements and/or additional agreements will only be valid if they are laid down in a written document signed by both parties,

which will be an integral part of the agreement.

2.3. DLS NV undertakes to keep all business information of the customer confidential.

3. OFFERS AND QUOTATIONS

3.1. Offers and quotations in any form are free from obligations and not binding for DLS NV as long as they have not been written down and

signed and are therefore part of the Specific Terms and Conditions. Offers and quotations are limited to the elements explicitly stated therein.

3.2. They always include delivery at the customer’s address and are valid for a period of two months as from the date on which they were drawn

up.

3.3. The VAT and other taxes/levies are stated separately; if not, the offers and quotations are exclusive of VAT or other taxes or levies.

4. GUARANTEE

4.1. If justified by the customer’s financial position or the status of payments of the invoices, DSL NV can, before starting or continuing the performance

of the agreement, demand a guarantee. DLS NV can suspend the performance of the agreement until an adequate guarantee is

provided. DLS NV is entitled to stop the use of the software after having sent a formal notice of default, until the customer meets their payment

obligation.

4.2. If the request for a guarantee is not complied with within a period of three months, DLS NV is entitled to dissolve the agreement, without

prejudice to a compensation - exclusively in favour of DSL NV - if justified.

4.3. The customer can never derive any right to a compensation from a suspension of performance resulting from the nonprovision of a guarantee.

5. RIGHT CO CANCELLATION

5.1. By the customer:

5.1.1. If the customer unilaterally cancels the agreement, DLS NV is entitled to a compensation for all the work performed, their expenses and

the possible gains they might have obtained from this agreement. Any payments made until that moment will in any case remain acquired by

way of advance on this compensation.

5.1.2. If a service contract or a special modalities contract (cf article 12) is cancelled by the customer, the full amount for the remaining contract

period remains acquired by DLS NV. Service contracts are concluded for periods of 12 (twelve) months.

5.2. By DLS NV:

5.2.1. DLS NV is at all times entitled to cancel the agreement on account of manifest non-compliance of the contractual provisions by the customer,

making it impossible for DLS NV to perform the agreement with the customer. In that case DLS NV is entitled, regardless of the status of

performance of the agreement, to a compensation equalling the difference between the amount already paid on the one hand and 75 (seventy-

five) % of the contractual amount on the other hand. If more than 75 (seventy-five)% is paid at that moment, DLS NV will retain the amount

received.

5.2.2. If the agreement is cancelled for reasons other than those mentioned above or as a result of force majeure, DLS NV will simply reimburse

the amounts already paid; in that case the customer is not entitled to claim an additional compensation.

6. DELIVERY

6.1. In general:

6.1.1. The terms or times of delivery as stated in the Specific Terms and Conditions are given by way of indication only. DLS NV will employ

every possible effort in order to respect these terms or times, but will be entitled to change them at any time. Delivery terms start at the moment

on which the advance is received.

6.1.2. However, if the delivery takes place after the scheduled time of delivery through the fault of the customer, DLS NV is entitled to cancel the

agreement. Exceptions are only possible with the prior written consent of DLS NV.

6.1.3. The risks are transferred to the customer upon delivery of the equipment.

6.2. Subject:

6.2.1. Standard software packages

6.2.1.1. Products – are the products explicitly contained and described as such in the Specific Terms and Conditions.

6.2.1.2. Installation – For an optimal installation, the customer must provide a detailed description of their existing hardware and software in

advance. With a view to the optimal operation of the products of DLS NV, the latter will inform the customer of the minimum requirements that

must be met in order to guarantee the proper operation of the DLS products. DLS NV will at all times fulfil their obligation to provide information,

as described herein, but can in no case be held liable for any problems with hardware/software other than that put at the customer’s disposal by

DLS NV.

6.2.1.3. Training – The customer has the obligation to give a detailed description of the relevant training level of the staff that will have to work

with the products. The training package is described in the offer. The training is in principle not obligatory, but can be made obligatory if the

customer is clearly insufficiently prepared. The customer undertakes to have new employees who are unable to present a DLS training certificate

follow a training course.

6.2.1.4. Maintenance – A service agreement implies that DLS NV provides services relating to the software delivered, in order to enable an

optimal use of the latter; it also implies rights to the upgrades and new releases, always at the customer’s explicit request. Any data conversion

that may be possible will be at the customer’ expense and will be invoiced separately. This contract does not include travel expenses or the cost

of installation. The purchase of one or several of the products of DLS NV automatically leads to the conclusion of a service contract, without any

further formalities, for a period starting after the date of the installation and ending at the end of the same year. The service contract is automatically

renewed unless the customer explicitly cancels the use of the software by means of a registered letter addressed to DLS NV, at the latest

3 months prior to the anniversary of the activation. A cancellation implies that the customer waives all rights/claims they might have on the

software on a permanent basis. This provision applies during the remainder of the term of the commercial relationship between DLS NV and the

customer. Specific details with regard to prices etc. are explicitly laid down in the Specific Terms and Conditions. If the customer does not cancel

the use of the software (in time) and does not pay for the service contract (in time), the customer automatically falls under the “A la carte support

formula”: http://www.dataline.eu/nl-alacarte.

6.2.2. Customised development

6.2.2.1. Products – The customised development always takes place on the basis of a project analysis, which will result in a concrete proposal

describing the different phases and indicating the corresponding price. Invoices will drawn up on a monthly basis and for each completed phase

separately. Any additional work requested will give rise to an adjustment of the price and the execution period.

6.2.2.2. Installation – The provisions of article 6.2.1.2. apply.

6.2.2.3. Training – The provisions of article 6.2.1.3. apply.

6.2.2.4. Maintenance – Details relating to maintenance are explicitly laid down in the Specific Terms and Conditions.

6.2.3. Exclusions

6.2.3.1. DLS NV does not intervene for the solution of hardware problems nor with respect to operating systems, nor do they provide advice in

this respect.

6.2.3.2. They exclusively support the software referred to in the Specific Terms and Conditions.

6.2.4. Property rights and the granting of rights are subject to the provisions of article 8 below.

6.3. Nature of the obligations

6.3.1. DLS NV will in all cases exclusively assume best effort obligations.

6.3.2. DLS NV can in no case be held liable for losses, including but not limited to loss of profits, business interruption, loss of business information

or any other financial or other loss caused by the use or receipt of the product of DLS NV, even if DLS NV was informed of the risk of such

losses. The customer confirms that they have a recent back-up of the data carrier on which the installation will take place.

6.3.3. DLS NV cannot be held liable for damage due to any cause other than those directly relating to the product sold by DLS NV. Under no

circumstance can DLS NV be held liable for hardware problems of any kind, nor for software problems caused by products other than those

purchased by the customer from DLS NV.

6.3.4. Furthermore, the liability of DLS NV – should the latter be held liable after all – can never exceed the amount of the global contract or of

the current contract period paid in accordance with the Specific Terms and Conditions, limited to the fees payable for the licence.

6.4. All costs of delivery, including the travel expenses, are payable by the customer; they are explicitly mentioned in the Specific Terms and

Conditions, but this is not a prerequisite.

6.5. Refusal of acceptance and return of goods

6.5.1. The customer must communicate his refusal to accept the goods in writing and within indication of their motives within 48 hours after the

delivery.

6.5.2. After DLS NV accepts the return in writing, the customer can return the goods at the risk and expense of DSL NV.

6.5.3. Goods wrongfully returned remain at the disposal and at the expense of the customer; other costs, e.g. for return of the goods, are to be

borne by the customer.

6.6. Force majeure

DLS NV can in no case be held liable in case of force majeure. Force majeure includes but is not limited to the following facts/events: possible

imperfections/bugs in the software written by DLS NV, possible errors/bugs in software supported by DLS NV and transfer of viruses on carriers

supplied by DLS NV.

7. LICENCES

7.1. Subject matter The licensor grants the licensee a non-exclusive and non-transferable right of use on the software as well as on any adjustments

thereof made during maintenance. At least once a year, the licensor will carry out a maintenance by providing a revised version. The use

of the software on a network is permitted provided that the software is installed or can be put into use on a number of PCs that does not exceed

the number explicitly permitted in writing in accordance with the specific provisions of the present agreement. The software is put into use if it is

loaded in the RAM or virtual memory.

7.2. One-off licence fee and an annual upgrade subscription fee for revision and maintenance. The licensee owes a one-off licence fee equalling

the amount determined and calculated on the basis of the elements of the software to which the licensee subscribes. In addition, on account of

the investment in the software, the licensee owes a subscription fee for revision and maintenance/ service on the anniversary of the activation.

The licensor is entitled to adjust the subscription fee depending on the evolution of the cost price elements, the inflation and index adjustments.

The increase or decrease of the subscription fee cannot exceed 15 (fifteen) % per year.

7.3. Installation. Unless agreed otherwise in writing, the licensee installs the software, but always in accordance with the instructions of the

licensor. In that case the software is delivered on a standard data carrier or through the internet. The licensee will ensure that the hardware on

which the software will be installed meets the system requirements indicated by the licensor.

7.4. Term, termination and suspension. Without prejudice to the right to demand cancellation and a compensation from the licensee on account

of non-performance, the licensor can at all times terminate the present agreement as a whole or in part without having to provide any justification,

by means of a registered letter and with six months’ notice. Except in the specific cases stated below, the licensor undertakes not to terminate

the present agreement in the above-mentioned manner earlier than upon expiration of a period of five years after the initial activation of the

software. The licensor is entitled at all times, even before five years have passed since the activation, to terminate the agreement in case of:

a. bankruptcy of the licensee;

b. voluntary liquidation of the licensee;

c. application for judicial composition by or by order of the licensee;

d. application for collective debt settlement by or by order of the licensee;

e. violation of intellectual rights on the software;

f. acts of the licensee facilitating the violation of intellectual rights;

g. introduction of a completely new software, from a technical point of view, by the licensor.

h. The licensee can also terminate the licence agreement by means of a registered letter by the anniversary of the activation, provided that a 3

months’ notice period is observed. The licensor is entitled at all times, without a formal notice of default being required, to suspend performance

of their obligations resulting from the license agreement or any accessory agreements in case of non-payment of invoices of the licensor that

have become due. The right to use the software will in particular be suspended automatically and without a formal notice of default being required

in case of:

a. non-payment of the licence fee within one month after the installation;

b. non-payment of the annual service agreement within 180 days following the anniversary of the most recent activation. The performance of the

licensor’s obligations will remain suspended until the licensee in turn will have performed their obligations. In all of the cases stated above, the

licensor is entitled to guarantee observance of these provisions by blocking the software, for instance through the use of activation keys.

7.5. Warranty.

7.5.1. Recourse to the warranty. Upon completion of the installation, the licensee and/or the licensee’s representatives will test the software

installed. This test will include the verification whether all elements of the software that must be installed were actually installed, whether the

software installed is ready for use and whether the software installed is able to perform the standardised functions and tasks. Any remarks of the

licensee relating to the installation and the above-mentioned tests must be communicated to the licensor within eight days, either by registered

letter or by fax.

7.5.2. The licensee is not entitled to demand observance of the warranty obligations by the licensor if: a. the licensee failed to pay all or part of

the license fee, regardless of whether or not they received a formal notice of default

b. the licensee does not have a recent back-up of the data files; The licensee can only demand repayment of the license fee if the licensee

provides proof of all of the facts listed below:

a. that the defect or defects cannot be eliminated;

b. that the defect(s) is/are such that the entire software becomes unusable;

c. that the defect(s) is/are not the result of customised service provided at the licensee’s sole risk;

d. that the licensor was given the opportunity to establish the fact that the software was irrevocably deleted from any data carrier or any memory

in the possession of the licensee, or that these data carriers and/or memories were delivered free of charge to the licensor. In no case can the

licensee be held liable for the consequential damage resulting from any defect or deficiency whatsoever, e.g. for loss of profit, even if the defect

and/or deficiency results in loss of data.

7.6. Customised services. Unless a special written agreement for the provision of customised services is entered into, the licensor will only

comply with individual requests to provide the software installed on the licensee’s hardware with additional and/or adjusted functionalities to the

best of their abilities and always at the exclusive risk of the licensee, who must test the individual adjustment(s). In that case the licensor cannot

be held liable for any loss of functionalities in the software, nor for any defects reported after the adjustments made to the software with a view

to compliance with such an individual request by the licensee, nor does the licensor guarantee the proper functioning of the adjustments made.

The licensor reserves in any case the right to invoice such customised services and the follow-up of the tests separately and in addition to the

license fee and the development fee.

7.7. Customer support. During the term of the service agreement and subject to correct payment of the invoices, the licensee may call upon the

customer support clearly mentioned on each contract. This customer support does not include on-site interventions and travel expenses.

7.8. Property rights. All intellectual property rights relating to the software are vested in the licensor or in the latter’s suppliers. The licensee and,

as the case may be, third parties are not authorised, without the licensor’s written consent or pursuant to mandatory legal provisions:

a. to copy the software, except for back-up and archiving purposes. The licensee is entitled to make two back-up copies;

b. to translate, edit, arrange, decompile, disassemble or otherwise modify the software;

c. to carry out any maintenance of the software, even corrective maintenance;

d. to assign the rights or obligations resulting from this agreement to third parties;

e. to put the software at the disposal of third parties for any purpose and in any manner, either directly or indirectly and either against payment

or free of charge.

Upon termination of this agreement, the licensee will destroy all copies of the software by irrevocably deleting the relevant data carriers and/or

memories and providing the licensor with proof of the destruction, or by delivering these data carriers and/or memories to the licensor free of

charge. Subject to proof of the actual losses incurred, one or several violations of the licensor’s property rights will give rise to a fixed compensation

of € 3,500.00 per data carrier and/or memory on which a copy of the software or part thereof is found in violation of the licensor’s intellectual

property rights and/or as a result of a breach of these intellectual property rights.

8. VALIDITY

8.1. The rights granted do not acquire validity as long as the customer has not paid the full price of the deliveries.

8.2. As long as the rights have not acquired validity, the customer holds DLS NV harmless against any losses that may result from the use of the

software.

9. COMMUNICATION

Dataline or one of the affiliated companies is authorised to refer to the cooperation in a respectful manner in their communication with other companies. The texts can be provided in advance by way of information. 

10. COMPLAINTS

10.1. In order to be admissible, complaints relating to the deliveries or the performance of the agreement in general must be communicated to

DLS NV in writing at the latest 8 (eight) working days after delivery or after the establishment of the defect.

10.2. In case of well-founded complaints that are communicated in time, DLS NV will use their best efforts to make the necessary repairs free of

charge or to deliver new products within a reasonable period of time. This does not give rise to any right to compensation for the customer.

11. WARRANTY

11.1. Subject

11.1.1. The warranty for the software is regulated in article 7.5.

11.1.2. The warranty implies that DLS NV will, at their discretion, use their best efforts to repair the reported defects or to have them repaired.

11.1.3. With respect to the packages and the accompanying documents, DLS NV does not provide an explicit, nor an implicit guarantee as to,

for instance, the quality or the suitability and/or the appropriateness for a specific application. DLS NV does not guarantee, either, that the

packages can be used without failures or defects.

11.1.4. In order to avoid forfeiture of this right, claims in this respect must be notified to DLS NV in writing and by registered post without delay,

i.e. within 48 hours after detection of the failure or defect. No compensation can be claimed from DLS NV for any additional losses resulting from

late notification.

11.2. Term and loss of warranty

11.2.1. The warranty described in article 10.1.1. is valid during a period of 1 month after the last installation activities; after this period, operational

safety is only guaranteed by a maintenance contract.

11.2.2. Any rights on a warranty lapse if the customer has had third parties perform repairs or other works, unless DLS NV gave their prior

written consent.

12. USER GROUPS

Any extensions and modifications of the characteristics of the packages are determined in consultation with the user groups. Each customer is

entitled to be part of the specific user groups. Statements made by these groups are only binding for DLS NV to the extent that the latter has to

take them into account as much as reasonably possible.

13. SPECIAL MODALITIES

13.1. By way of exception, DLS NV can permit a customer to acquire a time-limited licence or to pay the fees for an unlimited licence or the

service contract by means of monthly payments. For that purpose a percentage is calculated on the amount of the investment for the package

(delivery and licence) and/or on the amount of the recurring costs; this percentage is the monthly fee. In case of payment by instalments, the

customer agrees, if necessary, to provide a personal guarantee for the investment amount/to present the required financial documents if explicitly

requested by the financial institution. The recurring costs, increased by interests at a minimum rate for payment by instalments, are paid by

means of a European direct debit order. The customer is in default if the collection of the amount payable fails as a result of a lack of sufficient

funds and/or the unjustified reversal of payment by the customer or by any other cause that cannot be attributed to DLS NV. For every invoice

with regard to which the customer is in default, administrative costs are charged for an amount of 50 euros.

13.2. In that case the costs of installation, setting and training must be paid in cash and cannot be included in the monthly amount.

13.3. This option implies a commitment on the part of the customer for a period of at least three consecutive years.

13.4. However, the customer is at all times authorised to switch to the normal purchase and licence relation. In that case half of the amount

already paid, exclusive of the costs of installation, setting and training, is deducted from the total software investment.

13.5. The customer undertakes not to recruit any employees of DLS NV, either directly or through third parties, either immediately or with

observance of a transition period. Should the customer fail to comply with this provision, they will pay DLS NV a fixed compensation equalling

18x the monthly salary of the employee recruited.

14. PAYMENT

14.1. The customer accepts the use of pro forma invoices. The customer will receive the original invoice after payment of the pro forma invoice.

14.2. An advance of 35 (thirty-five)% will be payable at the moment on which the Specific Terms and Conditions are signed. Another amount of

40 (forty) % will be payable at the moment of the installation and the balance is payable at the latest 15 days after the installation.

14.3. All invoices are payable at the latest 10 (ten) days after the date of the invoice. In case of late payment, DLS NV owes interests on overdue

payment at a rate equalling the legal interest rate increased by 3 (three) %. In addition, a fixed compensation is payable equalling 10 (ten) % of

the unpaid amount, with a minimum of € 75.00 and a maximum of € 75,000.00. The interests on overdue payment and the compensation are

payable by operation of law as from the due date of the invoices and without a prior formal notice of default.

14.4. The right of retention in favour of DLS NV is explicitly acknowledged by the customer.

14.5. Modes of payment other than payment into/transfer to the account of DLS NV can never give rise to novation of debt.

15. AVAILABILITY

15.1. The customer undertakes to put all required facilities at the disposal of DLS NV, as to staff, logistics, space etc., in order to allow the latter

to properly perform their obligations. This will take place in accordance with a joint planning.

15.2. Any non-observance of this planning may give rise to cancellation of the agreement on account of non-performance.

16. INVALIDITY

16.1. The invalidity of a specific provision of the General Terms and Conditions does not give rise to the invalidity of the entire agreement.

16.2. After consultation between the parties, any invalid provision is replaced by a valid provision with the same scope.

17. APPLICABLE LAW AND JURISDICTION

17.1. The obligations resulting from this agreement are exclusively governed by Belgian law.

17.2. The courts of the place where the registered office of DLS NV is established have jurisdiction. The full text of these general terms and

conditions of sale can be consulted at http://www.dataline.eu/verkoopsvoorwaarden.