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Trikker Licence General Terms and Conditions

Bluebits bv/srl, a limited company under Belgian law (besloten vennootschap/société à responsabilité limitée), with its registered office at Molenweg 107, 2830 Willebroek, Belgium, having company number 0812.125.669 (hereinafter referred to as the "LICENSOR")

Art. 1 – Definitions

LICENSEE

The natural person or legal entity acquiring a licence for the PROGRAM under the terms and conditions set out in these General Terms and Conditions. The LICENSEE can be a CONSUMER or a PROFESSIONAL USER.

CONSUMER

A LICENSEE who is a natural person acting for purposes outside their trade, business, craft or profession, in the sense of Article I.1, 2° of the Code of Economic Law.

PROFESSIONAL USER

A LICENSEE who is not a CONSUMER.

LICENCE PERIOD

The period for which a licence for the PROGRAM is valid, being one (1) month or one (1) year, depending on the plan chosen at the time of purchase, commencing from the activation of the licence.

PROGRAM

The software application for which the licence is granted, including any associated modules, updates and documentation, as made available by the LICENSOR.

 

Art. 2 – Licence terms and conditions

The LICENSEE shall be granted, for the duration of the LICENCE PERIOD, a non-exclusive, non-transferable user right in respect of the PROGRAM, limited to the number of devices for which a licence has been purchased. Each device used by a person to interact with the PROGRAM (thus including, for example, thin clients in a virtual desktop environment) is deemed a separate device.

The LICENCE PERIOD shall be one (1) month or one (1) year, depending on the plan chosen at the time of purchase, commencing from the date of activation.

The licence will be automatically renewed for successive periods of the same duration as the initial LICENCE PERIOD unless either party cancels renewal no later than thirty (30) days before the end of the ongoing LICENCE PERIOD in the case of an annual licence, or no later than seven (7) days before the end of the ongoing LICENCE PERIOD in the case of a monthly licence.

Where the PROGRAM is no longer being used on a specific device, the licence may be transferred to another device on which it has not previously been activated. The PROGRAM may only be used for activities falling under the control of the LICENSEE.

Each device used by a person to interact with the PROGRAM (thus including, for example, thin clients in a virtual desktop environment) shall be deemed a separate device.

 

Art. 3 – Transfer of licence 

The PROGRAM is installed by default as a demo version with limited functionality. To access the full version of the PROGRAM, the LICENSEE must enter a valid activation key in the PROGRAM. 

Upon receipt of payment of the associated sales invoice, the LICENSOR shall provide the LICENSEE with an activation key. This key shall be valid for the duration of the purchased LICENCE PERIOD.

The LICENSOR shall reserve the right, in consultation with the LICENSEE, to deviate from the form of transfer described in this article. 

Art. 4 – Limitations

The licence is strictly personal, non-exclusive and non-transferable. The PROGRAM is and shall remain the exclusive property of the LICENSOR. The LICENSEE shall not acquire any property rights (in particular, intellectual property rights) in respect of the PROGRAM, but only the user right as set out in these General Terms and Conditions.

The LICENSEE may not sell, hire out, lease, sub-licence or lend the PROGRAM or otherwise make it available, in whole or in part, to any third party.

The LICENSEE may not reverse engineer, decompile, disassemble or otherwise attempt to ascertain the source code or structure of the PROGRAM, unless and only to the extent explicitly permitted by law.

Art. 5 – Copies

The LICENSEE may make one copy of the PROGRAM or accompanying documentation to the extent strictly necessary for normal use of the PROGRAM as provided for in these General Terms and Conditions and within the limits of the licence terms and conditions.

Any other form of reproduction, or distribution or communication to the public is strictly prohibited, unless permitted by law or with the prior written consent of the LICENSOR.

Art. 6 – Price and payment

The licence is provided at a monthly or annual price as specified in the valid quote, purchase order or online order. The listed price applies per licence.  For CONSUMERS this is a total price, including all applicable taxes, levies and VAT. For PROFESSIONAL USERS, the price is given excluding taxes, levies and VAT, unless expressly stated otherwise.

The LICENSOR shall reserve the right to periodically update the price based on the following formula: P=Po x (0.2+0.8 S/So), where P = the revised price; Po = the baseline price; So = the Agoria Digital Index at the start of the licence; and S = the Agoria Digital Index at the time of this update. Any (other) price changes for a new LICENCE PERIOD shall be communicated to the LICENSEE:

  • sixty (60) days before the start of a new annual licence period;
  • fourteen (14) days before the start of a new monthly licence period.

The CONSUMER may terminate the licence free of charge if he/she does not agree with the communicated price change, provided that he/she notifies the LICENSOR before the start of the new LICENCE PERIOD.

Billing shall take place prior to the start of the LICENCE PERIOD, on either a monthly or an annual basis, depending on the plan chosen.

  • For PROFESSIONAL USERS: Unless otherwise agreed in writing, all invoices shall be payable within thirty (30) calendar days of the invoice date, with no discount. In case of late payment, default interest shall automatically fall due without notice of default, at the interest rate calculated on the basis of the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, a lump sum compensation payment of 10% of the outstanding amount, or a minimum of €35 if 10% would be less than that, will be payable. Non-payment of a single expired invoice shall automatically make all other invoices, even any whose payment period has not yet elapsed, immediately payable.
  • For CONSUMERS: The payment term is fourteen (14) calendar days following receipt of the invoice. In case of late payment, the following procedure shall be applied:
    • The LICENSOR will first send one reminder free of charge via a durable medium (such as email or letter), stating:

§  the amount due;

§  the contractually agreed compensation for late payment after the term has elapsed;

§  the name or designation and company number of the LICENSOR;

§  a description of the goods or services supplied and the date when the debt fell due;

§  the payment term of fourteen (14) calendar days (plus three working days if sent by post) from the date of the reminder.

·       No default interest, damages or additional costs will be charged during this additional period.

·       After this period has elapsed, default interest and/or a fixed compensation payment will be charged, up to the statutory maximum amounts:

o   late payment interest: a maximum of the reference interest rate plus eight percentage points as referred to in Article 5 paragraph 2, of the Act of 2 August 2002 on combating late payment in commercial transactions, calculated on the outstanding amount;

o   lump-sum compensation payment: €20 for a debt of €150 or less; €30 plus 10% of the amount above €150 for a debt between €150.01 and €500; €65 plus 5% of the amount above €500 up to a maximum of €2,000 for a debt exceeding €500.

·       For monthly or annual subscriptions, up to three free reminders are issued per calendar year. From the fourth payment arrears within the same calendar year, a fee of €7.50 is charged for each additional reminder, plus the postage costs applicable at the time of dispatch.

The LICENSOR reserves the right to suspend access to the PROGRAM or to terminate the licence in accordance with these terms and conditions in case of default. In the case of CONSUMERS, any suspension or termination shall only take place after prior notice of default and following a reasonable recovery period.

Art. 7 – No right of withdrawal

The CONSUMER shall have no statutory right of withdrawal of fourteen (14) calendar days from the date of conclusion of the licence, given that the service provided relates to digital content that is not supplied on a tangible medium.

When purchasing a licence (for which an activation key is provided following payment), the CONSUMER explicitly declares that:

  • provision of the service may commence immediately; and
  • he/she acknowledges that he/she will definitively lose his/her right of withdrawal once the licence is activated and the activation key has been received.

Following receipt and/or use of the activation key, withdrawal is no longer possible.

Art. 8 – Termination

The LICENSOR and the PROFESSIONAL USER may terminate the licence with immediate effect, without any involvement of the courts and without compensation, in case of:

·       any material contractual breach by the other party that is not remedied within a period of fifteen (15) calendar days following notice of default in writing;

·       an apparent state of insolvency, cessation of payments or bankruptcy of the other party.

Upon termination of the licence for any reason whatsoever, the LICENSEE's right to continue using the PROGRAM shall cease and the LICENSEE must immediately desist from any further access to or installation of the PROGRAM, regardless of whether the licence is a monthly or an annual licence.

Art. 9 – Warranty and liability

The LICENSOR shall provide the PROGRAM 'as is' and shall exercise reasonable care and skill in making it available, given the complexity of the technologies involved.

The LICENSOR warrants to the CONSUMER that the PROGRAM complies with the licence terms and conditions, pursuant to Articles 1701/4 et seq. of the (old) Civil Code. The CONSUMER is entitled to a repair or refund in case of non-conformity of the PROGRAM. 

Notwithstanding the statutory consumer warranty, the LICENSOR provides no guarantees, express or implied, in respect of the PROGRAM, including but not limited to it being error-free, fit for a specific purpose or compatible with the LICENSEE's specific systems.

The LICENSOR shall only be liable for demonstrated direct damage that is the direct result of an attributable contractual error, negligence or breach of the LICENSOR's legal obligations, with the exception of force majeure. In any event, liability is limited to the amount paid by the LICENSEE for the current year of the licence in which the damage occurs, unless mandatory law stipulates otherwise.

The LICENSOR shall not be liable under any circumstances for any indirect damage, consequential damage, loss of turnover or profit, loss or damage to data, loss of contracts, reputational damage or any other form of economic loss. To the extent permitted by law, any non-contractual liability is also excluded with regard to both the LICENSOR and its agents, including the liability as laid down in Book 6 of the Civil Code.

The limitations and exclusions set out in this article shall not apply in the event of intent, gross negligence or fraud on the part of the LICENSOR, or to the statutory rights of consumers arising from mandatory law.

Art. 11 – Support and updates

The LICENSEE is entitled, during the valid LICENCE PERIOD, to basic support relating to the use and installation of the PROGRAM. This support is provided by means of the accompanying documentation and the support pages on the LICENSOR's website as well as through electronic communications (email or contact form).

The LICENSOR will make reasonable efforts to respond to any questions or comments from the LICENSEE within a reasonable time frame, without any obligation as to any results or guaranteed response time, unless explicitly agreed otherwise in a separate support contract.

During the LICENCE PERIOD, the LICENSEE shall be entitled to receive and use updates to the PROGRAM released by the LICENSOR. These updates may include bug fixes, improvements and minor functionality enhancements and shall be made available free of charge under the same terms and conditions as the original licence.

In addition to these updates, the LICENSOR reserves the right to separately develop new major versions of the PROGRAM containing significant new technical or functional features (upgrades). Access to such upgrades may be subject to a separate agreement and additional fees.

Where the LICENSEE elects not to purchase or implement an upgrade, the LICENSOR shall have the right to terminate the licence for the previous version of the PROGRAM. In such an event, the LICENSEE's right to continue using the previous version shall cease on the termination date unless the LICENSOR expressly allows a transition period. The LICENSOR is not required to continue to provide technical support, bug fixes or security updates following termination.

The LICENSEE is responsible for installing the PROGRAM and any updates.  The LICENSOR is not liable for any non-conformity, error or security issue resulting from failure to install, or incorrect installation of, any update it has made available.

Art. 12 – Force majeure

Neither party shall be liable for any failure to perform its contractual obligations if such failure is caused by force majeure. Force majeure means any circumstance beyond the reasonable control of the affected party that makes the performance of the licence temporarily or permanently impossible or unreasonably difficult, such as – but not limited to – natural disasters, war, measures taken by the public authorities, pandemics, power outages, cyberattacks or strikes by third parties.

The party invoking force majeure shall notify the other party accordingly as soon as possible. In the event of force majeure, the obligations of the affected party shall be suspended for the duration of the force majeure. Where the force majeure lasts longer than thirty (30) days, either party shall be entitled to terminate the licence in full or in part, upon written notice to the other party, without incurring any costs or being required to pay compensation.

 

Art. 13 – Applicable law, complaints and disputes

These General Terms and Conditions and, by extension, all arrangements or agreements in respect of the PROGRAM are governed by Belgian law, to the exclusion of the rules of private international law that would lead to the application of another law.

Complaints regarding these General Terms and Conditions can be sent to: info@trikker.be. Where no remedy is found, the CONSUMER may turn to the competent court pursuant to Belgian law.

Any dispute between the LICENSOR and a PROFESSIONAL USER shall be submitted exclusively to the courts of the jurisdiction where the LICENSOR has its registered office. 

Any disputes between the LICENSOR and a CONSUMER shall be submitted to the court having jurisdiction for the CONSUMER's place of residence.

Art. 14 – Miscellaneous provisions

The LICENSOR reserves the right to unilaterally amend any non-material provisions of these General Terms and Conditions, subject to prior written notice being given to the LICENSEE. The LICENSEE shall have a period of thirty (30) calendar days from such notice to file an objection. Where no objection is received, the amended terms and conditions shall be deemed to have been accepted and shall take effect on the announced date.

In the event of a disadvantageous amendment, the CONSUMER has the right to cancel the licence free of charge up to and including the date on which the amendment takes effect.

Should one or more provisions of these General Terms and Conditions be declared null and void or unenforceable in full or in part, the validity and enforceability of the remaining provisions will remain unaffected. In such a case, the parties undertake to replace the void or unenforceable provision with a legally valid provision that is as similar as possible to the economic purpose of the original provision.

Details of Bluebits bv/srl

Address: Molenweg 107, 2830 Willebroek, Belgium

Company number: 0812.125.669

Antwerp Register of Legal Entities – Mechelen section 

Email: info@trikker.be

Website: www.trikker.be