General Terms and Conditions of Sale
Contributio (Product) – Stepstools BV (Company) having its registered office at Goudbergstraat 29 – 8560 Wevelgem – VAT BE 0749.823.163
- ‘Contributio’ is a product developed and marketed by Stepstools BV.
- All subscriptions, agreements, legal relationships between …. (Contributio) and customers of Contributio services, or companies that subscribe to the services offered by Contributio (hereinafter referred to as the customer) shall be governed by these General Terms and Conditions. These terms and conditions shall be brought to the knowledge of every potential customer by (a) being published on the website; (b) by indication of acceptance when placing an order; (c) and by attaching them to every specific offer made by Contributio. Deviations may of course be agreed by means of explicit, written special agreement with reference to these General Terms and Conditions.
An order shall be duly placed only once it is confirmed by Contributio.
- The services of Contributio (hereinafter referred jointly to as the Service) are intended to provide the customer or subscriber with a right of use to an application by means of a subscription, with which he or she may enter information in a structured manner on his or her quality labels, commitment to his corporate social responsibility, memberships, quality, etc.For the sake of clarity, the “content” as such entered by the customer shall not form part of the Service and it shall be the responsibility of the customer, who shall vouch accordingly, to keep Contributio harmless against any claim that may be lodged against it on account of said “content.”
- The “content” shall be bundled via Contributio’s services and online tools. It shall be given shape, and a “widget” shall be generated, through which all information can be consulted.The customer / subscriber shall enter the “content”, add to it and guarantee that it is genuine and apposite. The data shall be supplemented continuously by means of API (application programming interface) on the company portal (website) and at Contributio.The customer / subscriber shall be responsible for all content that he or she enters in the Service and that said content is correct and accurate, does not infringe third-party rights, etc.Insofar as the customer / subscriber has proprietary rights to the information entered, he or she shall naturally retain them. As part of the subscription, he or she shall in turn grant Contributio a right of use to that information for the management and optimization of and adjustments to the Service.
- Contributio shall provide a contact point and general first line helpdesk, and shall answer by email within a reasonable period of time.
- Contributio shall have the right to audit and verify the “content” entered. To that end it may consult third parties as authorized by the customer, or the customer directly. The customer undertakes to answer questions from Contributio as fully as possible within seven calendar days, to provide the necessary documents in support, and where applicable, to take such corrective action as necessary. Otherwise, Contributio may carry out the necessary corrections itself, or after serving relevant notice by e-mail, block access to the Service three calendar days afterwards. Access shall be re-opened only if the customer can prove that he or she did not intentionally distribute incorrect information, and has remedied everything to Contributio’s satisfaction.
- All rates are exclusive of VAT. Subscriptions shall be invoiced annually in advance at the current price then in force for the relevant subscription. Invoices shall be payable into Contributio’s bank account fourteen days after the date of the invoice.Subscription prices may be adjusted annually, which will be communicated to the customer within ninety days at the latest before the end of the current subscription.A subscription may be terminated by simple written notice at the latest before the end of the current period. Otherwise it shall be renewed for a period of twelve months each time.Non-payment of an invoice when due shall render all invoices, even those not yet due, immediately payable. In addition, non-payment on the due date shall render interest on arrears payable as of said due date by operation of law and without prior notice, as stipulated in the Combating Late Payment in Commercial Transactions Act of 02 August 2002, plus damages assessed at a flat rate of 10% of the principal amount with a minimum of one hundred and twenty-five (125.00) euros. In addition, the recovery costs as well as the litigation costs incurred shall be borne by the defaulting party with a minimum of seventy-five (75.00) euros. Payments shall first be offset against any costs due, the contractually set compensation and any interest on arrears before being offset against the outstanding principal sum(s).Any protest or dispute concerning an invoice must be notified within eight (8) calendar days (from the day following the date of the invoice) by registered letter. Otherwise it shall be deemed to be fully accepted, compliant and payable, on pain of cancellation.
- The Service shall remain the full property of Contributio at all times. The customer / subscriber shall acquire only a personal right of use to the Service for the term of the subscription.
The Service may be used only by the legal entity that has taken out the subscription. A subscription may not be used for affiliated companies or third parties, nor transferred without Contributio’s explicit consent.The customer / subscriber may not modify, adapt or copy the Service without the prior, explicit consent of Contributio.Contributio shall retain all personal rights (copyright), all intellectual property rights and all property rights to the application (including the designs, methods, techniques, software, processing and presentation, calculation techniques). Contributio shall thus also retain all exploitation rights, distribution rights, trade names, brands, know-how, manufacturing and trade secrets.The right of use shall in no way be qualified or interpreted as including any right to:
- The customer / subscriber shall accept that the Service may be upgraded, modified, updated, given a different layout, etc., as is customary for this type of Service. Contributio may also modify or improve the Service of course. This may require that certain matters be changed or discontinued in order to improve functionality or security, to prevent misuse or for other reasons. Where possible, Contributio shall always take the consequences into account, and shall inform the Contributor in advance as and where possible.Contributio shall make every reasonable effort to provide the subscriber / customer with the best possible service, but shall not however guarantee any end result or the capacity of the Service to meet very specific goals of the subscriber / customer.
– Reproduce (copy), modify, translate, reverse engineer, disassemble, decompile or otherwise manipulate the Service or use the source code; (only a back-up copy may be taken for personal use and to ensure continuity as and where necessary and possible).
– Incorporate the Service into other software or hardware, transfer it to other hardware, or design add-ons for it.
– Lend, let, or have the Service used by third parties or persons not specified in the order, or transfer or sublicense rights to the Services.
– Use the Service in any way other than that explicitly stated in the order and these terms and conditions.
– Make changes or so-called improvements to the Service, or have them made by third parties.
- The right to use the Service shall be granted “as is”. Contributio shall therefore not guarantee uninterrupted operation or a minimum performance thereof, or that it is error-free, fully compatible with a particular operating system, free of viruses, or suitable for a particular use or result. Contributio cannot be held liable for the use that the customer makes of the Service.
- Contributio shall be solely liable for direct damage due to an error or serious negligence on the part of Contributio or its employees. Liability for indirect damage, loss of earnings, loss of data, business interruption or consequential damage on any basis whatsoever, shall be explicitly excluded. Contributio’s liability shall be limited to the annual amount for the purchase of the Service last paid by the party that has suffered damages, or the amounts invoiced by Contributio over the last twelve months, if the latter is higher. A series of related events shall always be considered as a single event. Any claim against Contributio must be lodged in writing immediately after the fault or damage is detected, and without prejudice to the foregoing, within fourteen days at the latest following the occurrence of the fault, or within thirty days after the customer should have taken due note thereof. Otherwise all liability, guarantee, or responsibility of Contributio shall lapse. Any limitation of liability shall expire in the event of gross negligence or omission equated with intent on the part of Contributio.
- The parties cannot be held liable for delays or defects in the performance of the Agreement if such delays or defects are the result of facts or circumstances that are beyond the control of one of the parties, that are not foreseeable or difficult to foresee and cannot be avoided (e.g. total or partial stagnation of the transport system, illness, telecommunication problems, business interruption or shortcomings on the part of suppliers).The Service may contain links to third party websites and online services that are not the property of Contributio, over which the latter has no control and can consequently not assume any responsibility therefor.
- As Contributio operates only B2B, no right of withdrawal for distance purchases shall apply.
- Any provisions of these terms and conditions that are declared null and void, unlawful or unenforceable shall not affect the remaining articles of the Agreement, which shall continue to apply between the Parties without prejudice.The Parties shall, however, agree to a new replacement provision as soon as possible which shall be as close as possible to the void, illegal or unenforceable provision in spirit and implementation.
- All disputes and questions in connection with the validity, interpretation, enforceability, performance or termination of these terms and conditions, or the legal relationship between Contributio and the customer, or pre-contractual or extra-contractual liability shall be governed by Belgian law, with the exclusion of any rules concerning international private law or regulation of competence, or treaties that would result in the competence of a jurisdiction other than that of Belgium.Each dispute in connection with the conclusion, performance, termination of a subscription or the legal relationship and obligations between Contributio and the customer shall, irrespective of the legal basis thereof, be referred exclusively to the Kortrijk courts.