General Terms and Conditions

These are the general conditions of Roolit BV with registered office in Belgium at 2800 Mechelen, 't Vlietje 4, registered under VAT BE 0844.042.530.

Scope
These general conditions apply to every offer of Roolit BV and to any agreement between Roolit BV and its customer ( "Customer") for the supply of software, goods and services by Roolit BV. The customer can in no way alter or replace the Agreement or the terms and conditions, even if otherwise stated in the terms and conditions of the Customer. This can only be waived by an express written agreement to do so. By signing or execution of the offer or the agreement, the customer accepts these terms and conditions. The use or storage of any product by the customer or the performance of a service with the knowledge of the Customer is regarded as sufficient proof of the delivery of goods and services and the acceptance of the terms and conditions by the Customer for its consent to bill the relevant products and / or services. All prior verbal or written agreements and communications relating to these Terms and Conditions, the Agreement or the products and services of Roolit BV be considered non-existent and replaced by this Agreement. The Customer declares to have received these terms and to be adequately informed about the content of these general conditions and characteristics of the products and services of Roolit BV.

Price
Price proposals from Roolit BV always have a validity of 30 days. All prices are expressed in Euro and are excluding VAT and other taxes or charges, communication, translation, training, relocation, shipping costs, installation costs, training and payments in advence, unless expressly stated otherwise. At the annual anniversary of the start of the Agreement each license fee and other fees, which consist of recurring payments will be indexed according to the following formula: new value = old value x (0.2 + 0.8 x (Agoria index of year n + 1) / (Agoria index of the year n).

Payment terms
Upon signing the Agreement there will always be a deposit of 30% of the total agreed invoice amount due for software development project, unless otherwise agreed in writing. For licensing and/or hosting contracts, 100% of the agreed yearly invoice amount is due upon the start of the licensing or hosting period, unless otherwise agreed in writing. All payments must be made within 15 calendar days after the invoice date, unless otherwise agreed in writing. Payments must happen to the account specified by Roolit BV indicating the specified communication. Duplicates or a more detailed version of invoices can be provided on request. For providing duplicates or detailed versions of bills Roolit BV reserves the right to charge a fee of fifteen (15) Euros. Failure to pay Roolit BV at the expiry of the due date will result in the sending of a reminder, the Customer will be charged twenty (20) euro reminder fees for each reminder sent. Disputing invoices must be done by sending a motivated registered letter to Roolit BV within a period of 10 calendar days from the issue date of the invoice. Otherwise, these invoices are considered accepted. When contesting a portion of an invoice the undisputed portion will be paid immediately. After settlement of the dispute, all amounts due need to be paid to Roolit BV, including the default interest due and accrued as from the date on which the amount was owed. By exceeding the payment period, interest shall automatically be payable at the rate of 1.5% per month, each month is considered a full month without any notice being required. All judicial and extrajudicial collection costs are the responsibility of the Customer and payable by the mere exceeding the due time of the payment. The (extra) judicial collection costs are fixed at 15% of the amount due, with a minimum of 125 EUR. Roolit BV may in case of non-payment, after written notice, suspend or cancel current agreements until full payment has been made, without prejudice to the right of compensation by Roolit BV. When repeated cases of non-payment occur Roolit BV can terminate the agreement immediately without prior notification, without the right of claiming compensation by the Customer, without changing the right of Roolit BV to claim damages amounting to half of the remaining amount that is payable to the agreement or a higher amount based on proven damage. If the creditworthiness of the corresponding Customer seems to be an issue,at the discretion of Roolit BV, Roolit BV may even after the conclusion of the agreement, require the Customer to provide the guarantee sought by Roolit BV to pay upcoming bills and may Roolit BV suspend the Agreement until after the required security and / or the agreed payment method has been met.    

Guarantees and Acceptance
Roolit BV will take professional care of the development of software and the provision of services in accordance with the Agreement. Correcting, within reasonable and commercially viable limits, of any non-compliance with this guarantee, is the only obligation Roolit BV, provided that the Customer informs Roolit BV sufficiently clear and  in writting within thirty (30) days after the software is delivered. This guarantee is not applicable in case of misuse of the software or unauthorized modifications or other causes which constitute an external cause for Roolit BV. Custom software is regarded as accepted at the time of its completion. At that time, the one year warranty period begins unless otherwise agreed in writing.    

Intellectual Property 
Intellectual property rights are not transferred by delivery. For software which is owned by third parties, which the Customer purchased directly from the supplier or has been provided by Roolit BV, in principle, the terms of delivery, license, warranty and support terms and other contractual conditions of the provider of this software apply. Roolit BV accepts no additional obligations here. For custom software developed by Roolit BV and standard software which Roolit BV owns, the present conditions apply. Intellectual property rights on all parts, including the models, descriptions, methods, specifications, modules and documentation remain the property of Roolit BV, including all improvements and enhancements to the software and documentation carried out by Roolit BV. Roolit BV reserves all possible rights to the source code of the software, regardless of the fact that the source of the software itself (temporarily or not) is at the Customer. A non-transferable, non-sublicensable and non-exclusive license is granted to the Customer. The Customer is not permitted to: - Perform a complete or partial decompilation of the software, making changes to the software, reverse engineer the software or have a third party carry out any such operations; - Distribute the software or documentation in whole or in part, transfer it to third parties, rent or commercialize in any other way; The customer has the right to make copies of the software to the extent that this is allowed in the license agreement. The customer guarantees that the supplied software and information are considered trade secrets of Roolit BV and will not be displayed or made available to third parties. If the Customer does not comply with these obligations Roolit BV has the right to terminate the Agreement without notice, without prejudice to the right of compensation for Roolit BV  

Suspension and Termination
For all products and / or services with periodic payments (web hosting, domain names, web applications, contracts, ...) the contract is concluded for a period as agreed by the parties. If no time limit has been agreed, subject to a period of one year. The duration of the contract shall be extended automatically for the duration of the original period, unless the client or Roolit BV terminates the Agreement in writing with due observance of a notice period of 30 calendar days before the end of the period. Roolit BV can terminate the agreement immediately if the client provides one or more of its obligations towards Roolit BV not, not properly or not fully comply or acts contrary. Total or partial cancellation of the order by the customer after conclusion of the agreement but before commencing the work Roolit BV reserves the right to compensation of 25% of the agreed price or the failed part of the Agreement, without prejudice to rights of Roolit BV higher compensation based on proven damage. Roolit BV reserves the right to this Agreement and any other agreement with the Customer, without losing prior notice or notice and without compensation, or to suspend if: - The Customer is bankrupt would be wrong, is declared bankrupt or insolvent. - The Customer is guilty of repeated non-payment or late payment. - There is evidence of the insolvency of the Customer. Roolit BV reserves the right to liquidated damages amounting to 50% of the remainder, according to the agreement, to be invoiced amount.

Liability and Force Majeure
The liability of Roolit BV is limited to restoring the proven flaws in software and / or services or providing a workaround to a maximum amount of 10% of the total amount owed by the Customer under the Agreement. Roolit BV can not be held liable for indirect damage, financial or commercial damage, loss of profits or revenues, loss of savings or opportunities, personnel, disruption of planning, loss of customers / capital / clientele, loss or corruption of information or data, image damage and / or loss or damage as a result of legal action taken by third parties against the customer, even in case of a serious error. Roolit BV can not be held liable for defects or damage caused by software, goods or services from a third party vendor, as well as for viruses in the systems of the Customer or the consequences thereof. The Customer is responsible for the decision to start using software, goods or services in a production environment. Roolit BV can not be held liable for damages resulting from this decision. The Customer is solely responsible for designing, storing and taking backups and will therefore take all necessary measures. Roolit BV can not be held responsible if force majeure delays or hinders the performance of the Agreement, in full, in part, temporarily or permanently. For software development and planning, technical difficulties, natural disasters, terrorism, war, floods, government decisions, strikes, occupation of workers, worker disease and fire are always regarded as force majeure. For hosting , technical difficulties, natural disasters, terrorism, war, floods, government decisions, fire are always regarded as force majeure. In case of force majeure, the Customer and Roolit BV are authorized  to fully or partially suspend their obligations without being obliged to pay any damages.    

Explanation of data
The Customer grants Roolit BV permission to use its name and logo for internal use and commercial activities, unless otherwise agreed in writing. Using data from the Customer for publications and press releases will be reported in advance to Customer by Roolit BV. Change of contact details of the Customer, such as addresses, phone numbers, email addresses or significant changes in legal form, should be immediately reported in writing to Roolit BV.    

Generalities 
 one or more items of these terms and conditions are declared invalid, the remaining provisions remain in full force. The invalid provision will be replaced as soon as possible by Roolit BV by a valid provision with the same scope. The Customer will grant access to the software developed by Roolit BV at all times. Roolit BV reserves the right to modify or complete this Agreement and Terms and Conditions at any time. The customer in this case has the right to refuse these changes, up to ten (10) working days before they are deemed to be accepted. Otherwise, the customer is automatically deemed to have accepted the changes and additions. These terms and conditions are without prejudice to the exercise by Roolit BV of all other legal or contractual rights and obligations.    

Applicable law - Jurisdiction
The agreements are subject to Belgian law. The Customer commits to submitting complaints related to the operation of software to Roolit BV prior to any legal action. Roolit BV has one (1) month to examine the merits of complaints. Contractual and non-contractual disputes relating to this Agreement shall come under the jurisdiction of the courts of the district Mechelen.