General Terms and Conditions

These Terms apply to the Agreement between Striktly Business Software BV and the Customer, as well as to all negotiations, orders and price quotations relating to the Services.

1. Definitions

In these Terms and in the Agreement, the following definitions apply to the following concepts:

“Accountant”: an organisation whose activities consist principally of providing administrative services to third parties on a commercial basis and which has stated during the Registration that it satisfies this requirement.

“Additional Orders”: the acquisition of subscriptions, modules, additional users or additional administrations after the Agreement has been entered into.

“The Customer”: a natural person or legal entity who has completed the Registration and with whom the Supplier has concluded an Agreement.

“The Licensee”: the Customer.

“Portal”: the website of the Supplier, to which Users obtain access by means of Login Credentials.

“Documentation”: the electronic documentation accompanying the Web Application.

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

“Agreement”: the agreement concluded between the Supplier and the Customer with respect to the Services.

“Terms”: these Terms, which are submitted to the prospective customer before the order is placed and which, after the order has been placed and accepted by the Supplier, constitute the contractual terms of the Agreement.

“Leasing Company”: a third party chosen by the Supplier which is responsible for the financial renting of the Services.

“Partner”: a third party to be designated by the Supplier which is authorised to sell Services on the basis of the conditions laid down by the Supplier.

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

“Supplier”: Striktly Business Software BV, having as commercial names “Striktly”, “Striktly Business Software”, “Striktly Software”, “Flow”, “Connect”.

“The Licensor”: the Supplier.

“Login Procedure”: the procedure prescribed by the Supplier which the Customer must follow in order to obtain access to the Web Application on the Portal.

“Login Credentials”: the code(s) for the User by means of which access can be obtained to the Web Application and via the Portal.

“Year”: a period of 12 calendar months, for example from 5 February 2023 to 5 February 2024.

“Month”: a period of 1 calendar month, for example from 5 February to 5 March.

“Employee”: an employee of the Customer or the Supplier, and/or a natural person/legal entity who is authorised to perform work for and/or under the responsibility of the Customer or the Supplier.

“Defect”: all shortcomings of the Web Application which prevent it from functioning as described in the accompanying documentation. The absence in a new version of the Web Application of a functionality which was present in an earlier version is not regarded as a Defect.

“Registration”: the completion by the future Customer of a form electronically via the Website, by which he communicates his details and accepts the Terms with a view to the conclusion of the Agreement.

“System Requirements”: the minimum requirements imposed on the hardware and software of the Customer in order to be able to make proper use of the Services.

“Confidential Information”: the confidential information concerning the Customer or the Supplier, including (a) information which is designated in writing as “confidential”, (b) information which is not generally known, (c) information which has not been made generally accessible by the party to which the information relates and/or from which the information originates, and (d) information the confidential character of which must be assumed to be known.

“Web Application”: the software as described in the Agreement, to which the Supplier grants the Customer access by means of the Services for use in accordance with the Agreement.

“Website”: the website of the Supplier.

“Working Days”: from Monday up to and including Friday, with the exception of official public holidays in Belgium.

2. Offer and agreement

2.1 These Terms apply to the Agreement – including Additional Orders – and to all negotiations, orders and price quotations, as well as to all other agreements between the (future) Customer and the Supplier which relate to Services, unless the parties have expressly agreed otherwise. These Terms replace all previous proposals and agreements.

2.2 The Supplier may propose amendments to the Terms. The Supplier will inform the Customer of the intended amendments via the Portal at least two (2) Months before the amendments enter into force. If the Customer does not agree with the intended amendments, the Customer may, by way of derogation from the provisions of article 5.2, terminate the Agreement as of the date on which the amendments enter into force. If the Customer does not expressly object in writing or via the Web Application to the announced amendments within fifteen calendar days after receipt of the Supplier's notification and before the announced amendments enter into force, the Customer is deemed to have agreed to the amendments.

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

2.4 The Customer may place an order directly via the Website. The Customer may also, after having obtained access to the Web Application, place orders via the Web Application. The Supplier confirms the order placed by the Customer by electronic means, upon which the Agreement is concluded.

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

2.6 The Supplier may cause an Agreement to enter into force by having an Agreement signed in writing by the Customer, following confirmation by the Customer by e-mail to the Supplier or after the Customer has placed an order by electronic means. In any event, unless otherwise agreed, the Agreement commences upon the signing of the Agreement, upon the confirmation by the Customer by e-mail to the Supplier or after an order has been placed by the Customer by electronic means, irrespective of whether the actual taking into use and/or installation of the Services takes place at a later time for whatever reason.

2.7 Finally, the Supplier may cause an Agreement to enter into force by having an Agreement signed electronically by the Customer (for example but not limited to the conclusion of an Agreement via a digital sales tool on a computer, tablet or smartphone).

2.8 When ordering the Service(s), whether via the Website or in any other manner whatsoever – which also includes registering for the free trial period – the Customer will always be asked to accept these Terms and the privacy policy of the Agreement. The Customer enters into an agreement with the Supplier upon acceptance of the Terms and the privacy policy. The Customer expressly acknowledges that any acceptance of the terms by electronic means gives rise to a valid agreement. This is entirely in accordance with the provisions of the Belgian Code of Economic Law. Within the limits permitted by law, the Supplier may make use of all available electronic files in order to demonstrate the existence of the Agreement. Anyone entering into this Agreement on behalf of a legal entity declares and warrants that he is legally authorised to bind that legal entity to these Terms of Service.

3. Right of use

3.1 Subject to payment of the subscription fee payable in advance, the Supplier hereby grants the Customer the non-exclusive and non-transferable right to use the Web Application for the duration of the Agreement for the purposes of the Customer's internal business operations, for the number of Users and administrations set out 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 will use the Web Application and the Portal only in accordance with the Terms.

3.3 The Supplier may, at its own discretion, introduce innovations in the Web Application. The Supplier will inform the Customer in good time of the implementation of updates and/or upgrades insofar as these are relevant to the use of the Web Application, all of this at the Supplier's discretion.

4. Scope of the right of use

4.1 The Customer may not permit 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 permitted to transfer rights or obligations arising from the Agreement or the Terms to third parties without the express consent of the Supplier.

5. Duration and termination of the Agreement

5.1 The Agreement commences at the moment the conditions of article 2 of these Terms have been satisfied and is entered into for an indefinite period, unless the parties have expressly agreed otherwise in the Agreement.

5.2 The Agreement of indefinite duration may be terminated by the parties subject to a notice period of six (6) Months. This notice period commences on the first day of the next invoicing period following the termination. In any event, the Supplier will not be obliged to make any refund. If the Agreement has been entered into for a fixed term, the termination must take place at least six (6) Months before the expiry of the term specified in the Agreement. Article 1794 of the former Belgian Civil Code is expressly excluded. In the absence of timely termination, the Agreement will be renewed for an identical period. The Customer acknowledges that these are reasonable notice periods.

5.3 Termination of the Agreement must take place by registered letter addressed to the registered office of the Supplier. The date of termination is the date on which the registered letter was tendered at the registered office of the Supplier.

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

5.5 The Supplier may terminate the Agreement with immediate effect at the moment the Customer ceases its activities, is dissolved or is declared bankrupt. If the Customer fails to comply with its obligations under the Agreement (such as the payment obligations), the Agreement may moreover 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 possibility to put an end to the breaches within fourteen days.

5.6 In the absence of timely fulfilment of obligations by the Customer, the Supplier is moreover entitled at all times to suspend its obligations and to block access to the Services.

5.7 The Supplier is in no event obliged 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, the Customer will no longer have access to the Web Application and his data. Upon termination of the Agreement, for whatever reason, the Supplier will not refund any fees to the Customer. Following receipt of the Customer's termination, the Supplier may draw up an invoice by which all amounts still payable by the Customer are included in one invoice and are payable by the Customer in one payment.

5.9 The term of the Agreement is not altered 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 takes place electronically. The Customer must expressly indicate which specific Users and/or administrations and/or modules are to be terminated. The notice period referred to in article 5.2 applies thereto.

5.11 The partial termination in accordance with article 5.10 has not validly taken place if the Customer has not indicated which specific Users and/or administrations and/or modules are to be terminated. For as long as the Customer does not indicate (in good time) which Users and/or administrations and/or modules are to be terminated, the Customer must pay the monthly fee for those 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 invoicing date. If not confirmed by the Customer and the Supplier before the next invoicing date, invoicing will take place at the rates in force at that time.

6. Price and payment

6.1 All prices and other rates applied by the Supplier are exclusive of VAT and exclusive of any other government levies payable by the Customer.

6.2 The Supplier may adjust the fee referred to in article 7 on a monthly basis. If the Customer does not agree with the aforementioned adjustment, the Customer may terminate the Agreement as of the next possible date as laid down in article 5 of these Terms.

6.3 The fee (comprising the monthly subscription rate) and the payment of the Additional Orders may take place in advance by means of direct debit (with the exception of the payment of the first fee at the commencement of the Agreement), for which the Customer is obliged to grant a mandate, unless expressly agreed otherwise. Additional Orders placed by the Customer during the term of the Agreement are invoiced pro rata from the actual moment of the addition. Any other fees (for example consultancy, scans or training) relating to the Agreement are, insofar as possible, collected automatically after the end of a calendar month. If automatic collection is not possible in these cases, the amount charged must be paid no later than within 14 days after the invoice date.

6.4 Invoicing and collection of the fee take place on a monthly or annual basis.

6.5 In the event of non-payment on the due date of the invoice, the amount due is increased by operation of law and without notice of default by a fixed indemnity equal to 10% of the amounts due, with a minimum of EUR 125. Moreover, in the event of non-payment of the invoice, default interest is due by operation of law and without notice of default from the due date of the invoice until the day of full payment, 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 renders all invoices not yet due immediately payable and entitles the Supplier to suspend the performance of the Agreement immediately without notice of default.

6.6 If the Customer revokes the direct debit mandate without good reason or if the direct debit cannot be carried out for other reasons not attributable to the Supplier, the Supplier reserves the right to block the functionality of the Web Application, and if the direct debit is revoked or refused the amounts will also be increased automatically by a 4% administrative surcharge.

6.7 At the Customer's request, access to the Web Application which has been blocked in accordance with article 6.6 may 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 is entitled to demand immediate payment in advance from the Customer up to the end of the (intended) term of the Agreement. This total fee is immediately payable.

6.9 Article 6.8 also applies where payment by the Customer fails to be 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, in the month of January of the year following the year in which the Agreement entered into force, be adjusted in accordance with the statutory provisions in this respect on the basis of the Agoria Digital index by application of the following formula: New price = Base price*(0.2+0.8*(New index/Initial index)). For the application of this formula the following definitions apply: Base price: the price at the commencement of the Agreement; Initial index: the index “referteloonkost nationaal gemiddelde DIGITAAL” published by Agoria for the month preceding the commencement of the Agreement (or, if that index is no longer published, the index replacing it); New index: the index “referteloonkost nationaal gemiddelde DIGITAAL” published by Agoria for the month preceding the date of indexation. Every adjustment takes place automatically, without the Supplier having to notify the Customer thereof.

6.11 If the Customer chooses to rent the software via a leasing company appointed by the Supplier and/or a Partner of the Supplier, the provisions of article 31 also apply.

6.12 The Supplier will increase the agreed price by 17% if the Customer opts for monthly invoicing instead of annual invoicing.

6.13 The Supplier will 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 laid down in the Agreement with regard to the size and number of transactions, entries or documents registered or submitted by the Customer, or other expressly designated 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 use is immediate and will be reflected in the next invoicing cycle. The provisions of article 5.10 apply to the termination of this higher category.

7. Fee

7.1 Under the Agreement, the Customer owes the Supplier a monthly fee, with the exception of consultancy services for which a fee is charged separately. This fee is determined in the Agreement. The fee will be paid to the Supplier, unless transfer of the Agreement to a Partner is chosen. In that case the provisions of article 31 apply.

7.2 The fee is due from the moment the Agreement has been concluded in accordance with article 2.4 and irrespective of whether the Customer makes use of the Services.

7.3 If, 1 Month after the conclusion of the Agreement, the Customer cannot be reached and/or has not scheduled his taking into use or installation of the Services and/or was not present on up to 3 (three) occasions at the scheduled appointment for the taking into use and/or installation of the Services, the Supplier will activate the account and invoicing will be commenced, unless otherwise agreed.

8. Obligations of the Supplier

8.1 The Supplier warrants that a snapshot (copy) of the data present in the Web Application is made regularly (at least once per day). This copy is made solely for internal security reasons at the Supplier (for example in the event of calamities). This copy is not provided to the Customer.

8.2 The Supplier warrants that the data entered by the Customer by means of the Web Application are secured as well as is reasonably possible against loss, theft, unauthorised access and modification by non-users.

9. Obligations and cooperation of the Customer

9.1 The Customer must hold a bank account with a bank registered with the Belgian Bankers' Association.

9.2 The Customer must notify the Supplier without delay, in writing or via the Web Application, of any change in its address and/or payment details. The Supplier is not liable for changes not communicated or communicated too late.

9.3 The Customer is obliged to observe the rules of use set out 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 set out in article 6.5.

9.5 The Customer is responsible for the functioning of its hardware and software, configuration, peripherals and internet connection required for the use of the Services.

9.6 The Customer warrants that the equipment and software used by it for the purposes of the Services satisfy the System Requirements. The Customer is responsible for taking the necessary measures in order to protect its equipment, software and telecommunications and internet connections against viruses, computer crime and unlawful use by its own users or by third parties.

9.7 The Customer will provide the Supplier with all information and cooperation, including the communication to the Supplier of correct and up-to-date address and invoicing details, which the Supplier requires for the maintenance of the Services.

10. Data

10.1 The data entered by the Customer by means of the Web Application are stored in a database managed by a third party engaged by the Supplier.

10.2 The Customer remains at all times the owner of the data entered by it.

10.3 The Customer must regularly make a back-up of all data entered by means of the Web Application and store such data in one or more secure ways. The Supplier is in no event liable for the costs of reproducing corrupted 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 the accompanying data entered via the Web Application. No statutory retention period rests upon the Supplier in respect of the administration(s) and data entered by the Customer.

11. Rules of use

11.1 The Customer will in no way cause nuisance or damage to the Supplier (or its customers) when using the Services. The Customer is not permitted to perform acts which may be assumed to be capable of causing damage to the systems of the Supplier (or its customers).

11.2 The Customer is not permitted to use the Services in breach of statutory provisions or the Terms.

11.3 The Supplier is not responsible for the content and accuracy of the data which the Customer has placed with the Supplier via the Web Application.

11.4 The Customer undertakes towards the Supplier to use the Services in such a manner that the quantity of information stored by it and the volume of data traffic generated by it do not deviate significantly from the average use of the Services by other customers as indicated by the Supplier. If, in the Supplier's opinion, such use by the Customer deviates significantly from the average use, the Supplier will contact the Customer in order to agree specific conditions with the Customer for the additional use. If the parties do not reach agreement on these specific conditions, the Supplier is entitled to restrict the Customer's use of the Web Application without prior notice.

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 may be submitted 24 hours a day via the Web Application. Furthermore, during office hours (on Working Days from 09:00 to 12:00 and from 13:00 to 18:00, with the exception of Friday until 16:00) the Customer is entitled, subject to article 12.5, to telephone helpdesk support with regard to the use and functioning of the Services.

12.3 Support does not include: a) services relating to system configurations (set-up), hardware and networks; b) structural work such as defining layouts, overviews, annual reports, set-up of the chart of accounts, accounting issues, import definitions and links with third-party software; c) on-site support; d) extending the functionality of the Web Application at the Customer's request; e) converting files or restoring back-up files; f) services relating to external databases of producers other than the Supplier; g) configuration (set-up), training or other services not expressly described in the Agreement; h) support for (operating) software of producers other than the Supplier, which is also understood to include third-party software that can be launched from within the Web Application; i) file repairs where the cause cannot be attributed to the Web Application; j) the provision of newly available products; k) support for the internet connection; l) support in an environment which is not supported according to the System Requirements.

12.4 Support may only be requested by a User.

12.5 Before contacting the Supplier by telephone for support, the User is obliged first to consult the applicable Documentation and/or to submit questions via the Portal.

12.6 If the Supplier, at the Customer's instruction, performs work relating to the subjects mentioned under 12.3 a) up to and including l), the Supplier will charge the Customer separately for such work, in addition to the fee referred to in article 7, in accordance with the prices applicable at the Supplier and the costs incurred.

13. Consultancy

13.1 If the Customer wishes to make use of the Supplier's consultancy services in the context of the Agreement, the Customer will order the consultancy services via the Web Application. In consultation with the Customer, the Supplier will schedule the delivery of the consultancy services and confirm the request for the consultancy services to the Customer, taking into account, insofar as possible, the scheduling desired by the Customer. The Supplier cannot guarantee the scheduling desired by the Customer.

13.2 The Customer may cancel the consultancy services up to 3 (three) Working Days before the (commencement) date, or request the Supplier to set a new (commencement) date. If the Customer does not observe the aforementioned period of 3 (three) Working Days, the Supplier is entitled to charge the Customer for the consultancy services not taken up on the original date.

13.3 The Supplier will use its best efforts to perform the consultancy services to the best of its ability within the periods agreed for that purpose. All (delivery) periods stated by the Supplier have been determined reasonably on the basis of the information known to the Supplier at the time the consultancy services were entered into. These delivery periods are indicative and are not binding on the Supplier.

13.4 The Supplier will charge the Customer for the fees for the consultancy services after the completion of the consultancy services, which must be paid in accordance with article 6.3.

13.5 The Supplier is at all times entitled to replace the person performing the consultancy services, including by (external) experts, if the Supplier considers this necessary for the performance of the consultancy services.

13.6 The consultancy services are performed on Working Days during normal office hours, with an 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 satisfies the System Requirements. Should it appear at the commencement of the consultancy services that this is not the case, the Supplier is entitled to invoice the consultancy days which it was reasonably unable to fill because the Customer's computer system does not satisfy the System Requirements, or (at the Supplier's discretion) to pass on the costs which the Supplier has had to incur in order to bring the computer system into working order in accordance with the System Requirements.

13.8 The Customer will indemnify the Supplier against claims of third parties, including Employees, who suffer damage in connection with the performance of the consultancy services as a result of the acts or omissions of the Customer or of unsafe situations within its organisation.

14. Availability

14.1 The Supplier will use its best efforts to achieve 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 service or restrict the use thereof, insofar as this is necessary for maintenance or for adjustments or improvements to be made to one or more Services, without this giving rise to any right of the Customer to compensation from the Supplier. The Supplier will use its best efforts to keep this to a minimum and, where possible, to inform the Customer in good time.

15. Login Procedure

15.1 The Customer is obliged to follow the Login Procedure.

15.2 The Supplier may amend the Login Procedure at its own discretion. The Supplier will inform the Customer thereof in good time.

15.3 The Customer must handle the Login Credentials with care and is responsible for them. The Login Credentials are non-transferable and may not be used outside the Customer's organisation. The Customer and the Users are obliged to observe complete confidentiality with regard to the Login Credentials vis-à-vis everyone. The Customer is liable for any use of its Login Credentials. All acts of the Users in this respect are for the account and risk of the Customer.

16. Use of the Web Application

16.1 The Supplier provides the Customer with access to the Web Application by providing Login Credentials which must be entered on the Portal.

16.2 The Web Application offers Users exclusive access to information relating to them, such as address details, contracts and historical communications. The Web Application also makes general information available in support of the use of the Supplier's products. In addition, the Web Application offers the possibility of coming into direct contact with Employees of the Supplier by means of electronic requests.

16.3 The Supplier has the right at all times to restrict or block the Customer's access to the Web Application for an indefinite period, if there is a suspicion of misuse or otherwise improper use and the Supplier has notified the Customer thereof in writing and with reasons, whereby the Customer was offered the possibility reasonably to refute the suspicions.

16.4 The Customer warrants that the Users deal responsibly with the access to the Web Application and the information obtained therefrom, while the Customer is also unconditionally liable for any information which the Users add to and/or modify 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 stated otherwise, provided subject to reservation and without the Customer or third parties being able to derive any rights therefrom.

17. Intellectual property rights

17.1 All copyrights, patent rights, trade name rights, trademark rights, other intellectual and industrial property rights in, 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 Terms may be construed as resulting in a full or partial transfer of those rights to the Customer.

17.2 The Customer will not alter, remove or render unrecognisable any indication of the Supplier's intellectual property rights on or in the Web Application, the Portal or Documentation. The Customer will not use or register any trademark, design or domain name of the Supplier, or any name or sign corresponding thereto, in any country anywhere in the world.

17.3 The Supplier indemnifies the Customer against any damages and all costs and expenses to which the Customer is ordered as a result of legal proceedings instituted by a third party in connection with an infringement or alleged infringement of valid patents, copyrights, trademarks or other rights of third parties by the Customer's use, in accordance with the Agreement, the Terms and the Documentation, of the Web Application or any part thereof, provided that the Customer immediately notifies the Supplier electronically, in accordance with article 24.2 of these Terms, of such legal proceedings when they are announced to it, that the Customer allows the Supplier to conduct the defence against the claims concerned and to reach a settlement at its own discretion, and provided that the Customer thereby provides the Supplier, at the Supplier's first request, with all relevant information and other cooperation.

17.4 If a judicial injunction has been imposed on the Customer's use of the Web Application on account of an infringing act as referred to in article 17.3 or if, in the Supplier's opinion, there is a chance that the Web Application will be the subject of a successful infringement claim, the Supplier has the right, at its own option and at its own expense, (I) to obtain for the Customer the right to continue using the Web Application as provided in these Terms; (II) to replace or modify the Web Application in such a way that it no longer infringes, provided that its functionality remains substantially unchanged; or (III) if the foregoing options (I) and (II) are not reasonably feasible, to terminate the Agreement and/or these Terms, as well as the rights granted under the Agreement and/or these Terms with regard to that infringing Web Application.

17.5 In addition to the provisions of article 17.3, the Supplier is not liable towards the Customer under this article insofar as a claim relates to (I) use of the Web Application or the Portal in conjunction with data, equipment or software not supplied by the Supplier, where the Web Application or the Portal would not itself infringe or otherwise be the subject of the claim; (II) improper 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 carried out by a (legal) person other than the Supplier; or (IV) the Supplier's compliance with the express instructions of the Customer. The Customer indemnifies the Supplier against claims as described in points (I) up to and including (IV) of this article.

17.6 The Customer acknowledges and accepts that the entire and sole liability of the Supplier 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 take and maintain technical measures for the protection of the (intellectual property rights in the) Web Application, the Portal and the Documentation and with a view to the agreed restrictions on the use of the Web Application or the Portal. The Customer is not permitted to circumvent or remove such technical measures.

17.8 The Supplier may carry out (or have carried out) an audit and/or inspection in order to verify whether the Customer complies with the conditions of the Agreement and the Terms, provided that such audit and/or inspection is carried out during normal office hours, in such a manner that the Customer's business activities are not unreasonably hindered thereby. Such an audit is carried out by an independent expert selected and engaged by the Supplier, and the Customer is obliged to provide that expert with the information, support and access to its premises and systems which is reasonably necessary to enable the expert to perform his auditing task properly. That independent expert will submit a summary note setting out his findings with regard to the audit of the reports issued by the Customer and the Customer's compliance with the Agreement and the Terms, but will in no event provide the Supplier with any information other than that which comes to his knowledge during the audit and/or inspection. The costs of this audit are for the account of the Supplier, unless the audit demonstrates that the Customer does not comply with the conditions of the Agreement or the Terms, in which case the costs are for the account of the Customer.

18. Liability

18.1 The Supplier can only be held liable for direct damage to property or persons which is the result of intent or gross negligence on the part of the Supplier, its Employees, its legal representatives and for the intent of the third parties engaged by it.

18.2 In the event of physical injury, irrespective of whether such injury results in death, the Supplier's liability is in any event limited to an amount of EUR 50,000 per damage-causing event. In the event of property damage, the Supplier's liability is in any event limited to EUR 50,000 per damage-causing event. In both cases, a series of related events counts as one event.

18.3 The Supplier is never liable for indirect damage, which is understood to include, but is not limited to: lost profits, lost savings, diminished goodwill, damage due to business interruption, damage as a result of claims of the Customer's customers, corruption or loss of data, damage in connection with the use of goods, materials or third-party software prescribed by the Customer to the Supplier, damage in connection with the engagement of suppliers prescribed by the Customer to the Supplier, or for consequential damage, irrespective of the nature of the act (breach of contract, tort or otherwise), even if the Supplier has been informed of the possibility of such damage arising.

18.4 The Supplier is never liable for any damage of whatever nature suffered by the Customer in connection with the temporary unavailability, the temporary incorrect availability or the temporary incomplete availability of the Web Application or the Portal. Since the Supplier cannot, in accordance with article 18.9, guarantee that the Web Application or the Portal can be perfect or 100% free of defects, the Customer may not regard perfect or 100% availability as an essential obligation.

18.5 The Supplier is never liable for any damage of whatever nature suffered by the Customer in connection with the (mal)functioning of the software of the Customer or of third parties, of the equipment of the Customer, the Supplier or third parties, or of the internet connections of the Customer, the Supplier or third parties.

18.6 The Supplier accepts no liability for the incorrect, incomplete or untimely sending or receipt of data placed with the Supplier by means of the Web Application.

18.7 Insofar as the Supplier cannot rely on the exclusions or limitations of liability described in this article, its liability is at all times limited, per case, to an amount of 50% of all amounts invoiced to the Customer in the six (6) Months preceding its default, less any credits granted by the Supplier to the Customer in that period. Insofar as the Supplier also cannot rely on the limitation referred to in this article 18.7, the Supplier's liability is in any event limited to EUR 10,000.

18.8 The Customer acknowledges and accepts that the fee for the Services has been determined taking into account 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 defects and that not all defects will (be able to) be remedied. The Web Application or the Portal is supplied in its current state without any warranty, including the warranties of merchantability or fitness for a particular purpose and as to the performance or results which the Customer wishes to obtain by making use of 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 program errors, damage to or loss of data, programs or equipment and unavailability or interruption of operations.

18.10 The Customer indemnifies the Supplier against claims of third parties arising from or in connection with the Agreement or the Terms, unless the Customer would be able to assert such claims against the Supplier, with due observance of the provisions of this article, if the Customer had suffered the damage itself.

18.11 The Supplier's liability on account of an attributable failure in the performance of an agreement with the Customer arises in all cases only if the Customer gives the Supplier notice of default immediately and properly by electronic means, in accordance with article 24.2 of these Terms, granting a reasonable period in which to fulfil its obligations (correctly) after all, and the Supplier continues to fail attributably in the performance of its obligations after that period. The notice of default must contain a description of the failure that is as complete and detailed as possible, so that the Supplier is able to respond adequately.

18.12 Any right to compensation lapses in any event if the Customer has failed to take measures (I) to limit the damage immediately after it has occurred; (II) to prevent (other or additional) damage from arising; 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 the Supplier lapses 24 Months after the claim arose.

19. Privacy

19.1 The Supplier has made a privacy statement and cookie statement available on its Website, which the Customer acknowledges having taken note of and having accepted.

19.2 The Customer indemnifies the Supplier against all claims of third parties relating to the Agreement between the Supplier and the Customer and/or the data processed by the Customer in the context of the Agreement, which may be brought against the Supplier on account of a breach of EU Regulation 2016/679 and/or other legislation concerning the processing of personal data which is not attributable to the Supplier.

20. Confidentiality

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

20.2 Both parties will take all reasonable precautions in order to comply with their confidentiality obligations. None of the provisions contained in this article imposes any restriction on the receiving party with regard to information or data – whether or not identical or similar to the information or data contained in the Confidential Information – if that information or those data: (I) were already lawfully in the possession of the receiving party before they were obtained from the party concerned; (II) have been independently developed by the receiving party without use of information or data of the party concerned; (III) are or become generally known or are made generally accessible, other than through an act or omission of the receiving party; or (IV) are disclosed to the receiving party by a third party, without a confidentiality obligation towards the party concerned being breached.

20.3 The confidentiality obligations under this article do not apply insofar as Confidential Information of the other party must be disclosed pursuant to the law, a regulation or a court order or by decision of a government authority, on condition that the receiving party uses its utmost efforts to limit the extent of that disclosure and informs the party concerned in advance of such intended disclosure.

20.4 The parties warrant that their Employees as well as third parties engaged by the parties comply with the confidentiality obligations described in this article.

21. (Delivery) periods

All (delivery) periods are determined by the Supplier to the best of its knowledge and are observed as far as possible. As soon as the Supplier becomes aware of a circumstance that may prevent timely delivery, it will enter into consultation with the Customer regarding a new (delivery) period. The Customer is in no event entitled to compensation in connection with late delivery. The Supplier has the right at all times to make partial deliveries.

22. Exclusion

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

23. Force majeure

23.1 In the event of force majeure, a party is not obliged to perform a contractual obligation arising from the Agreement or the Terms, with the exception of an obligation to make payment. Force majeure is understood to include, but is not limited to: military action, government action, weather conditions, failure of or disruptions in telecommunications and internet connections, delay or failure in the performance of obligations by the Supplier's suppliers, transport problems and strikes.

23.2 If, at the time force majeure occurs, the Supplier has already partially fulfilled its obligations, or as a result of the force majeure can only partially fulfil its obligations, it is entitled to invoice separately for the performance already delivered or for the deliverable part of the performance, and the Customer is obliged to pay that invoice as if it concerned a separate agreement.

24. Miscellaneous provisions

24.1 The Supplier may transfer or outsource its rights or obligations under the Terms or the Agreement to a subsidiary or to another third party engaged by it for that purpose. In the event of transfer or outsourcing, these Terms apply equally to the Customer.

24.2 Any notice or other communication in connection with the Agreement or the Terms is sent 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 Terms is wholly or partly null, voidable or contrary to the law, it is deemed to stand on its own and not to apply. In such a case the parties will enter into consultation in order to replace the provision concerned by a provision of equivalent purport which is not wholly or partly null, voidable or contrary to the law. The remaining provisions of the Agreement or these Terms remain in full force.

24.4 Delay or omission on the part of the Supplier with regard to asserting against the Customer any right which the Supplier has under the Agreement or the Terms never constitutes a waiver of right. If the Supplier waives a right which it has under the Agreement or the Terms, this does not mean that it also waives, or must waive, that right or other rights in a subsequent case.

24.5 The Agreement and the Terms fully reflect what has been agreed between the parties with regard to the Services and replace all earlier and simultaneous, express or implied arrangements, agreements, statements and warranties, both written and oral. Save as provided in article 2.2 and article 6.2, the Agreement may be amended only by means of a written agreement accepted by both the Customer and the Supplier.

24.6 The applicability of all or part of any purchasing 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 take place electronically, save insofar as the Terms and/or the Agreement and/or the law provide otherwise.

24.8 The version of the communication or agreement concerned stored by the Supplier serves as evidence thereof. That stored version therefore serves as evidence of signature.

24.9 Electronic communication is deemed to have been received on the day of dispatch, unless the contrary is proven by the recipient thereof. If the communication has not been received as a result of delivery and/or accessibility problems relating to the Customer's e-mail box, this is at the Customer's risk, even if the e-mail box is hosted with a third party.

24.10 If the Customer and the Supplier have agreed in the Agreement a limit with regard to the size and number of transactions, entries or documents registered or submitted by the Customer, whether or not per unit of time, the Supplier may, if that number is exceeded, charge the exceeded numbers afterwards at the agreed rate. In order to determine whether the number agreed by the parties has been exceeded, the Supplier will make the number of transactions, entries or documents registered or submitted by the Customer transparent by means of reports. The Supplier's records serve as conclusive evidence, subject to proof to the contrary by the Customer. When drawing up the required reports, the Supplier observes the provisions of article 8.3 of the Striktly Terms.

25. Accountants

25.1 The provisions of these Terms apply mutatis mutandis to Accountants. By way of derogation from articles 3.1 and 4.1, Accountants may also use the Web Application for the benefit of their clients. For this purpose the Accountant may order a ‘specific user’ for the benefit of its clients, which specific user may itself perform certain acts with regard to its own administration held with the Accountant, unless contractually agreed otherwise.

25.2 At the Supplier's request, the Accountant will demonstrate that it satisfies the requirements set by the Supplier for Accountants. Whether the Accountant satisfies these requirements and whether the Accountant may make use of certain advantageous arrangements is entirely at the Supplier's discretion.

25.3 The Accountant ensures that its clients, before the Accountant starts processing the administrations in the Web Application, have granted consent for the processing of their personal data (within the meaning of the Personal Data Protection Act and EU Regulation 2016/679) in the Web Application and (if applicable) that it may conclude an Agreement with the Supplier on behalf of its clients.

25.4 The Accountant indemnifies the Supplier against all claims of third parties relating to the Agreement between the Supplier and the Accountant and/or the data processed by the Accountant in the context of the Agreement, which may be brought against the Supplier on account of a breach of the Personal Data Protection Act, EU Regulation 2016/679 and/or other legislation concerning the processing of personal data which is not attributable to the Supplier.

26. Creditsafe

The Supplier will verify the solvency of the Customer via a third party, namely Credisolv. The Supplier reserves the right to refuse a customer where Credisolv determines that a Customer is insolvent, namely ‘High’.

27. Scanning functionality

27.1 The Scan & Herken functionality processes scanned documents (invoices, etc.) automatically in the Web Application.

27.2 The Customer will observe the System Requirements stated on the Website with regard to the use of the scanning functionality.

27.3 With regard to the use, the support and the availability of the scanning functionality, that which is provided regarding use, support and availability in these Striktly Terms applies.

28. Customer data

Any communication between the Supplier and the Customer may take place via the Web Application, via the telephone number provided by the Customer (including SMS and WhatsApp) and the e-mail address provided by the Customer, and via chatbot, save insofar as the Terms and/or the Agreement and/or the law provide otherwise.

29. Third-party software components

If and insofar as the Web Application contains third-party software, the conditions applicable between the Supplier and that third party will also apply between the Supplier and the Customer. The Customer agrees that (a) the ownership of third-party software used by the Web Application always remains the property of that third party and that (b) the Customer will not sell, copy, distribute or commercialise the third-party software.

30. Applicable law and competent court

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

30.2 All disputes, differences or claims arising from or in connection with these Terms or the Agreement, or the non-performance, termination or invalidity thereof, must be submitted exclusively to the Enterprise Court of the judicial district in which the registered office of the Supplier is located.

31. Transfer of the Agreement to a Partner

31.1 The Customer irrevocably grants 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 will by operation of law be obliged towards the Leasing Company to perform the obligations under the Agreement. Following notification of the transfer, the price is validly discharged only by payment to the Leasing Company, which then assumes all rights and obligations of the Supplier with regard to the Agreement.

31.2 The Supplier furthermore has the right to assign or pledge the claim arising from the present Agreement. If the assignment or pledge is effected later than at the commencement of this Agreement, the Customer declares that it has been sufficiently informed of that assignment or pledge by simple letter from the Supplier.

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

31.4 In the event of a transfer of the Agreement as provided in article 31.1, the Leasing Company will not indemnify against hidden defects. No recourse may be exercised against the Leasing Company on account of such a defect. The Supplier (and not the Leasing Company) will, by way of exception, continue to indemnify the Customer against hidden defects, which the Customer expressly accepts, and this irrespective of the transfer of the Agreement to the Leasing Company. The Customer will consequently address itself exclusively to the Supplier for these complaints, and exercise all recourse against the latter.