General Terms and Conditions of Docunify IP Company S.A. (10/2015)
- General Terms and Conditions; offer and agreement
1.1 These General Terms and Conditions are available in English and in French.
1.2 In these General Terms and Conditions “Docunify IP” means Docunify IP Company S.A. making use of these General Terms and Conditions.
1.3 These General Terms and Conditions shall apply to all offers, legal relationships and agreements for the supply of goods and/or services of whatever nature by Docunify IP to Customers. In these General Terms and Conditions, “Agreement” means any agreement, whether orally or in writing, made by Docunify IP with Customers. No deviations from or additions to these General Terms and Conditions shall be valid unless expressly agreed and in writing.
1.4 All offers and other statements by Docunify IP shall be free of engagement unless expressly stated by Docunify IP otherwise in writing. Customers warrant the accuracy and completeness of the measurements, requirements, performance specifications and other data on which Docunify IP bases its offer and which have been stated by or on behalf of the Customer to Docunify IP.
1.5 The application of the Customer’s purchasing or other terms and conditions is expressly rejected.
1.6 If any provision of these General Terms and Conditions is null and void or annulled, the other provisions hereof shall remain in full force and effect.
- Price and payment
2.1 All prices shall be exclusive of value added tax (VAT) and any other levies imposed by the authorities.
2.2 Failing any specific conditions, Docunify IP shall be entitled to adjust the prices and rates yearly on January 1.
2.3 Failing any specific terms, the Customer shall pay within thirty days from the invoice date. The Customer shall not be entitled to set off or to suspend a payment.
2.4 In the event that the Customer fails to pay the amounts due in a timely manner, the Customer shall owe legal interest thereon from the date of maturity without any written demand or notice of default being required. In case the Customer, after written demand or notice of default, fails to settle the claim, Docunify IP shall be entitled to charge to the Customer all (extra-) legal costs relating to the collection of the amounts then due.
- Confidentiality, non-solicitation and privacy
3.1 All information supplied by one party to the other party which the other party knows or should reasonably know to be of a confidential nature, including in any case all products, as meant in Clauses 6.1 and 7.1, made available to the Customer by Docunify IP, shall be treated as confidential information. The party receiving the confidential information undertakes to use this information only for the purpose for which it is supplied.
3.2 Docunify IP undertakes to take whatever measures may reasonably be required of the same in order to secure all confidential information received by it or its employees from the Customer. Docunify IP shall observe all reasonable instructions from the Customer relating thereto.
3.3 Neither party shall, without consent of the other party, for the duration of an agreement and for one year after termination thereof employ or solicit employment of any employees of the other party who were involved in the execution of that agreement, or have such employees work for the same either directly or indirectly.
3.4 The Customer shall indemnify Docunify IP against claims by persons whose personal data has been recorded or processed in connection with a registration of persons maintained by the Customer or for which the Customer is responsible under law or otherwise, unless the Customer proves that the facts underlying the claim are solely imputable to Docunify IP.
- Retention of title and rights
4.1 Title to all objects supplied to the Customer shall rest with Docunify IP until all amounts payable as well as all other amounts which the Customer owes due to a breach of its payment obligation, have been paid in full to Docunify IP.
4.2 As the case arises, rights shall always be granted or transferred to the Customer on condition that the agreed considerations are paid in time and in full by the Customer.
The risk of loss or theft or damage to objects, products, software or data which are the subject of an agreement shall pass to the Customer at the moment when such objects are actually placed at the disposal of the Customer or a contracted party used by the Customer.
- Third party products
6.1 If and insofar as Docunify IP provides the Customer with products of any third parties, the terms and conditions of business of such third parties shall apply with respect to such products and supersede the provisions of the agreement and these General Terms and Conditions. The Customer shall accept said terms and conditions of business of third parties. Docunify IP shall send a copy thereof to Customer on request.
6.2 If and insofar as for any reason whatsoever the terms and conditions of business of third parties, referred to in Clause 6.1, shall be deemed not to apply to the relationship between Docunify IP and the Customer, or declared inapplicable, the provisions of the agreement and these General Terms and Conditions shall apply.
6.3 Docunify IP’s liability for third party products shall in no event exceed that which appears to be recoverable from the relevant third party.
- Intellectual or industrial property rights
7.1 All intellectual and industrial property rights to any product developed or provided pursuant to an agreement shall exclusively be vested in Docunify IP or its licensers. In this Clause “product” means amongst others: analyses, designs, documentation, reports, offers, hardware, software, websites and databases including any preparatory material belonging thereto.
7.2 If and insofar as an agreement does not stipulate otherwise, for products, including the source code thereof, specifically developed for the Customer by Docunify IP, the Customer shall be granted an unrestricted, non–exclusive right of use for its organisation for an unlimited period of time, including the right to (have a third party) make alterations to such products.
7.3 The Customer warrants that no rights of third parties prevent disposition to Docunify IP of any equipment, software, materials intended for websites (visual material, text, music, domain names, logos etc.), databases, or other materials, including design material, for the purpose of use, adaptation, installation or incorporation (for example, in a website).Customer shall indemnify Docunify IP against any action based on the allegation that any such disposition, use, adaptation, installation or incorporation infringes any right of third parties.
- Cooperation by the Customer
8.1 The Customer shall always provide Docunify IP in good time with any data or information useful and necessary to the proper execution of an agreement, and always give full cooperation, including permitting access to its buildings. If the Customer utilises its own employees in cooperating in the execution of an agreement, these employees shall possess the necessary know-how, experience, abilities and characteristics.
8.2 The Customer shall bear the risk of selecting, using and applying, in its organisation, the products and the services to be provided by Docunify IP, and shall also be responsible for the monitoring and security procedures and proper system management.
8.3 If the Customer makes available software, websites, materials, databases or data, these shall meet the necessary specifications for carrying out the work.
8.4 If the Customer does not provide Docunify IP with the data, equipment, software or employees necessary for the execution of an agreement, or does not provide these in time or in accordance with the arrangements made, or if the Customer fails to meet its obligations in any other way, Docunify IP shall be entitled to suspend the execution of that agreement in whole or in part, and it shall be entitled to charge the expenses ensuing there from, in accordance with its customary rates, all of this without prejudice to Docunify IP’s right to exercise any other legal right.
8.5 In case any employees of Docunify IP perform work at the Customer’s location, the Customer shall arrange, free of charge, for the facilities reasonably required by such employees, such as a workroom with proper computer equipment and telecommunication and data communication facilities.
8.6 If, in executing an agreement, telecommunication and/or data communication facilities, including the Internet, are used, the Customer shall be responsible for properly selecting these and making them available in a timely and sufficient manner. Docunify IP shall observe all reasonable instructions from the Customer relating to this use. Docunify IP shall never be liable for damages or expenses due to transmission errors, malfunctions or the non-availability of these facilities.
- Delivery periods
All delivery or other periods stated or agreed by Docunify IP have, to the best of its knowledge, been fixed on the basis of the data that were known to Docunify IP on entering into an agreement. Docunify IP shall make commercially reasonable efforts to observe agreed delivery and other periods as much as possible. The mere fact of any stated term (of delivery) being exceeded shall not constitute default made by Docunify IP. Docunify IP shall not be bound by any terms (of delivery) which can no longer be met due to circumstances beyond its control which have occurred after the agreement was concluded. If any term threatens to be exceeded, Docunify IP and the Customer shall consult together as soon as possible.
- Termination of the agreement
10.1 Each of the parties shall only be entitled to terminate an agreement if the other party, after being given proper written notice of default, as detailed as possible and stating a reasonable period to remedy the failure, imputably fails to meet any essential obligations arising from that agreement.
10.2 Each of the parties may terminate an agreement either in whole or in part in writing with immediate effect and without notice of default, if the other party is granted a (provisional) moratorium on payments, if with regard to the other party a bankruptcy petition is filed or if its undertaking is wound up or closed down otherwise than for the purpose of reconstruction or amalgamation of enterprises. The party thus terminating an agreement shall never be obliged on account of this termination to refund funds already received or to pay damages. In the event of the Customer’s liquidation, the right to use products provided to Customer shall be extinguished by law.
10.3 If at the time of such rescission of an agreement, referred to in Clause 10.1, the Customer has already received any performance in the execution of the agreement, such performance and the payment obligation connected therewith shall be incapable of being undone unless the Customer proves that Docunify IP is in default with respect to such performance. Any amounts invoiced by Docunify IP before the rescission in connection with any work or products already performed or delivered by the same in execution of the agreement shall remain fully due subject to the provision in the preceding sentence and shall become immediately payable upon rescission.
- Public references
The Customer hereby authorises Docunify IP to make public reference to the Customer’s selection of Docunify IP’s service and the nature of the services provided. Subject to the Customer’s prior written consent, Docunify IP may publicly refer to the solution implemented or to be implemented by Docunify IP and may write and publish a high Docunify IP profile discussing the reasons supporting the Customer’s choice of Docunify IP’s solution and the benefits gained there from by the Customer.
- Governing law and disputes
12.1 The agreements between Docunify IP and the Customer shall be governed by the laws of the Grand Duchy of Luxembourg.
12.2 Disputes that might arise between Docunify IP and the Customer in connection with any agreement concluded between Docunify IP and the Customer, will fall under the responsibility of the courts of the Grand Duchy of Luxembourg.
12.3 If a settlement cannot be reached within sixty days after the dispute has been reported by a party to the other party, each party is entitled to submit the dispute to the competent court in Luxembourg.