From 787deee8e9f1f680921a08af035e3f356a45d808 Mon Sep 17 00:00:00 2001 From: Jeroen Corthout Date: Thu, 21 Sep 2023 12:48:06 +0200 Subject: [PATCH] Update 2023-09-21T10:48:03.053Z --- terms.html | 4271 ++++++++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 4271 insertions(+) diff --git a/terms.html b/terms.html index e69de29..59c5726 100644 --- a/terms.html +++ b/terms.html @@ -0,0 +1,4271 @@ + + + + + + + + +Salesflare SaaS Agreement + + + + + + + + + + +
+ +

Terms of Service

+ +

Welcome to salesflare.com and thank you for your +interest in our Platform and Services.

+ +

These Terms of Service contain the terms and conditions that +govern all use of the Platform and Services (as defined below). They are +offered to you subject to your acceptance without modification.

+ +

When accepted by you, these Terms form a legally binding +contract between you and the Provider (as defined below). If you are entering +into these Terms on behalf of an entity, such as your employer or the company +you work for, you represent that you have the legal authority to bind that +entity.

+ +

Please read these terms +carefully. By registering for, accessing, browsing, and/or otherwise using the +Services, you acknowledge that you have read, understood, and agree to be bound +by these terms.

+ +

If you do not agree to be bound +by these terms, then please do not access, browse or otherwise use the Platform +or the Services. Customers and/or users who violate these Terms may have their +access and use of the Services suspended or terminated, at the Provider's +discretion.

+ +

 

+ +

Agreement

+ +

1.         Definitions

+ +

1.1       Except to the extent expressly provided +otherwise, in this Agreement:

+ +

            "Account" +means an account enabling a person to access and use the Hosted Services, +including both administrator accounts and user accounts;

+ +

            "Agreement" +means this agreement including any Schedules, and any amendments to this +Agreement from time to time;

+ +

            "Business Day" +means any weekday other than a bank or public holiday in Belgium;

+ +

            "Business +Hours" means the hours of 09:00 to 18:00 CET on a Business Day;

+ +

            "Charges" +means the following amounts:

+ +

(a)        the amounts specified on salesflare.com's pricing page and as described on salesflare.com's support page about billing ;

+ +

(b)        such amounts as may be agreed in writing +by the parties from time to time.

+ +

            "Customer" +means the person or entity who has concluded the Agreement with the Provider;

+ +

            "Customer Confidential +Information" means:

+ +

(a)        any information disclosed by or on +behalf of the Customer to the Provider during the Term of this Agreement +(whether disclosed in writing, orally or otherwise) that at the time of +disclosure:

+ +

(i)         was marked as "confidential"; +or

+ +

(ii)        should have been reasonably understood +by the Provider to be confidential;

+ +

(b)        and the Customer Data;

+ +

            "Customer +Data" means all data, works and materials: uploaded to or stored on +the Platform by the Customer; transmitted by the Platform at the instigation of +the Customer; supplied by the Customer to the Provider for uploading to, +transmission by or storage on the Platform; or generated by the Platform as a +result of the use of the Hosted Services by the Customer;

+ +

            "Documentation" +means the documentation for the Hosted Services produced by the Provider and +delivered or made available by the Provider to the Customer;

+ +

            "Effective +Date" means the date of execution of this Agreement;

+ +

            "Force +Majeure Event" means an event, or a series of related events, that is +outside the reasonable control of the party affected (including failures of the +internet or any public telecommunications network, failures of the Provider's +hosting provider, hacker attacks, denial of service attacks, virus or other +malicious software attacks or infections, power failures, industrial disputes +affecting any third party, changes to the law, disasters, explosions, fires, +floods, riots, terrorist attacks and wars);

+ +

            "Hosted +Services" means the services called Salesflare, as detailed on salesflare.com, +which will be made available by the Provider to the Customer as a service via +the internet in accordance with this Agreement;

+ +

            "Hosted +Services Defect" means a defect, error or bug in the Platform having a +material adverse effect on the appearance, operation, functionality or +performance of the Hosted Services, but excluding any defect, error or bug +caused by or arising as a result of:

+ +

(a)        any act or omission of the Customer;

+ +

(b)        any use of the Platform or Hosted +Services contrary to the Documentation, whether by the Customer or by any person +authorised by the Customer;

+ +

(c)        a failure of the Customer to perform or +observe any of its obligations in this Agreement; and/or

+ +

(d)        an incompatibility between the Platform +or Hosted Services and any other system, network, application, program, +hardware or software not specified as compatible on salesflare.com;

+ +

            "Intellectual +Property Rights" means all intellectual property rights wherever in +the world, whether registrable or unregistrable, +registered or unregistered, including any application or right of application +for such rights (and these "intellectual property rights" include +copyright and related rights, database rights, confidential information, trade +secrets, know-how, business names, trade names, trade marks, +service marks, passing off rights, unfair competition rights, patents, petty +patents, utility models, semi-conductor topography rights and rights in designs);

+ +

            "Maintenance +Services" means the general maintenance of the Platform and Hosted +Services, and the application of Updates and Upgrades;

+ +

            "Mobile App" +means the mobile application known as Salesflare that is made available by the +Provider through the respective app stores or via a dedicated download URL;

+ +

            "Permitted +Purpose" means the follow-up of, management of and personal (not mass) +communication with customers and prospects with the goal of selling a product +and/or service;

+ +

            "Personal +Data" has the meaning given to it in Art. 13/14 of the Regulation (EU) +2016/679 (General Data Protection Regulation);

+ +

            "Platform" +means the platform managed by the Provider and used by the Provider to provide +the Hosted Services, including the application and database software for the +Hosted Services, the system and server software used to provide the Hosted +Services, and the computer hardware on which that application, database, system +and server software is installed;

+ +

            "Provider" +means Salesflare BVBA, a company incorporated in Belgium (registration number +BE 0564.785.369) having its registered office at Rijnkaai +37 box 4, 2000 Antwerp, Belgium;

+ +

            "Schedule" +means any schedule attached to the main body of this Agreement;

+ +

            "Services" +means any services that the Provider provides to the Customer, or has an +obligation to provide to the Customer, under this Agreement;

+ +

            "Support +Services" means support in relation to the use of, and the +identification and resolution of errors in, the Hosted Services, but shall not +include the provision of training services;

+ +

            "Supported +Web Browser" means the current release from time to time of Google +Chrome, or any other web browser that the Provider agrees in writing shall be +supported;

+ +

            "Term" +means the term of this Agreement, commencing in accordance with Clause 3.1 and +ending in accordance with Clause 3.2;

+ +

            "Update" +means a hotfix, patch or minor version update to any Platform software; and

+ +

            "Upgrade" +means a major version upgrade of any Platform software.

+ +

2.         Term

+ +

2.1       This Agreement shall come into force upon +the Effective Date.

+ +

2.2       This Agreement shall continue in force indefinitely, +subject to termination in accordance with Clause 18.

+ +

3.         Hosted +Services

+ +

3.1       The Customer creates an Account with login +details for that Account.

+ +

3.2       The Provider hereby grants to the +Customer a worldwide, non-exclusive licence to use the Hosted Services by means +of a Supported Web Browser for the internal business purposes of the Customer +in accordance with the Documentation during the Term.

+ +

3.3       The licence granted by the Provider to +the Customer under Clause 4.2 is subject to the following limitations:

+ +

(a)        the Hosted Services may only be used by the +officers, employees, agents and subcontractors of the Customer;

+ +

3.4       Except to the extent expressly permitted +in this Agreement or required by law on a non-excludable basis, the licence +granted by the Provider to the Customer under Clause 4.2 is subject to the +following prohibitions:

+ +

(a)        the Customer must not sub-license its +right to access and use the Hosted Services;

+ +

(b)        the Customer must not permit any +unauthorised person to access or use the Hosted Services;

+ +

(c)        the Customer must not republish or +redistribute any data, content or material from the Hosted Services except for +the Customer Data; and

+ +

(d)        the Customer must not make any +alteration to the Platform, except as permitted by the Documentation.

+ +

3.5       The Customer shall use reasonable +endeavours, including reasonable security measures relating to Account access +details, to ensure that no unauthorised person may gain access to the Hosted Services +using an Account.

+ +

3.6       The Provider shall use reasonable +endeavours to maintain the availability of the Hosted Services to the Customer, +but does not guarantee 100% availability.

+ +

3.7       For the avoidance of doubt, downtime +caused by any of the following shall not be considered a breach of this +Agreement:

+ +

(a)        a Force Majeure Event;

+ +

(b)        a fault or failure of the internet or +any public telecommunications network;

+ +

(c)        a +fault, failure or scheduled maintenance of the Provider's hosting provider;

+ +

(c)        a fault or failure of the Customer's +computer systems or networks;

+ +

(d)        any breach by the Customer of this +Agreement; or

+ +

(e)        scheduled maintenance carried out in +accordance with this Agreement.

+ +

3.8       The Customer must not use the Hosted +Services in any way that causes, or may cause, damage to the Hosted Services or +Platform or impairment of the availability or accessibility of the Hosted +Services.

+ +

3.9       The Customer must not use the Hosted +Services:

+ +

(a)        in any way that is unlawful, illegal, +fraudulent or harmful; or

+ +

(b)        in connection with any unlawful, +illegal, fraudulent or harmful purpose or activity.

+ +

3.10     For the avoidance of doubt, the Customer +has no right to access the software code (including object code, intermediate +code and source code) of the Platform, either during or after the Term.

+ +

3.11     The Provider may suspend the provision of +the Hosted Services if any amount due to be paid by the Customer to the +Provider under this Agreement is overdue.

+ +

4.         Maintenance +Services

+ +

4.1       The Provider shall provide the +Maintenance Services to the Customer during the Term.

+ +

4.2       The Provider shall where practicable give +to the Customer prior written notice of scheduled Maintenance Services that are +likely to affect the availability of the Hosted Services or are likely to have +a material negative impact upon the Hosted Services, without prejudice to the +Provider's other notice obligations under this main body of this Agreement.

+ +

4.3       The Provider shall give to the Customer written +notice of the application of an Upgrade to the Platform.

+ +

4.4       The Provider shall provide the +Maintenance Services in accordance with the standards of skill and care +reasonably expected from a leading service provider in the Provider's industry.

+ +

4.5       The Provider may suspend the provision of +the Maintenance Services if any amount due to be paid by the Customer to the +Provider under this Agreement is overdue.

+ +

5.         Support +Services

+ +

5.1       The Provider shall provide the Support +Services to the Customer during the Term.

+ +

5.2       The Provider shall make available to the +Customer a helpdesk in accordance with the provisions of this main body of this +Agreement.

+ +

5.3       The Provider shall provide the Support +Services in accordance with the standards of skill and care reasonably expected +from a leading service provider in the Provider's industry.

+ +

5.4       The Customer may use the helpdesk for the +purposes of requesting and, where applicable, receiving the Support Services; +and the Customer must not use the helpdesk for any other purpose.

+ +

5.5       The Provider shall respond promptly to +all requests for Support Services made by the Customer through the helpdesk.

+ +

5.6       The Provider may suspend the provision of +the Support Services if any amount due to be paid by the Customer to the +Provider under this Agreement is overdue.

+ +

6.         Customer +Data

+ +

6.1       The Customer hereby grants to the +Provider a non-exclusive licence to copy, reproduce, store, distribute, +publish, export, adapt, edit and translate the Customer Data to the extent +reasonably required for the performance of the Provider's obligations and the +exercise of the Provider's rights under this Agreement (and for no other +purposes), together with the right to sub-license these rights to its hosting, +connectivity and telecommunications service providers to the extent reasonably +required for the performance of the Provider's obligations and the exercise of +the Provider's rights under the Agreement (and for no other purposes).

+ +

6.2       The Customer warrants to the Provider +that the Customer Data will not:

+ +

(a)        breach the provisions of any law, +statute or regulation;

+ +

(b)        infringe the Intellectual Property +Rights or other legal rights of any person; or

+ +

(c)        give rise to any cause of action against +the Provider,

+ +

            in each case in any jurisdiction and under any applicable +law.

+ +

6.3       The Provider shall create a daily back-up +copy of the Customer Data, and shall ensure that each such copy is sufficient +to enable the Provider to restore the Hosted Services to the state they were in +at the time the back-up was taken.

+ +

7.         No +assignment of Intellectual Property Rights

+ +

7.1       Nothing in this Agreement shall operate +to assign or transfer any Intellectual Property Rights from the Provider to the +Customer, or from the Customer to the Provider.

+ +

8.         Charges

+ +

8.1       The Customer shall pay the Charges to the +Provider in accordance with this Agreement.

+ +

8.2       If the Charges are based in whole or part +upon the time spent by the Provider performing the Services, the Provider must +obtain the Customer's written consent before performing Services that result in +any estimate of time-based Charges given to the Customer being exceeded or any +budget for time-based Charges agreed by the parties being exceeded; and unless +the Customer agrees otherwise in writing, the Customer shall not be liable to +pay to the Provider any Charges in respect of Services performed in breach of +this Clause 10.2.

+ +

8.3       All amounts stated in or in relation to +this Agreement are, unless the context requires otherwise or unless explicitly +specified, stated exclusive of any applicable value added taxes, which will be +added to those amounts and payable by the Customer to the Provider.

+ +

8.4       The Provider may elect to vary any +element of the Charges by giving to the Customer written notice of the +variation expiring on any anniversary of the date of execution of this +Agreement. Within the 30 days following the written notice, the Customer is +free to terminate the agreement in case he does not agree with the change in +Charges.

+ +

9.         Payments

+ +

9.1       The Provider shall issue invoices for the +Charges to the Customer in advance of the period to which they relate.

+ +

9.2       The Customer must immediately pay the +Charges to the Provider following the issue of an invoice in accordance with +this Clause 9.

+ +

9.3       The Customer must pay the Charges by debit +card, credit card, direct debit, or bank transfer (using such payment details +as are notified by the Provider to the Customer from time to time).

+ +

9.4       If the Customer does not pay any amount +properly due to the Provider under this Agreement, the Provider may charge the +Customer interest on the overdue amount at the rate of 12% per annum (which +interest will accrue daily until the date of actual payment and be compounded +at the end of each calendar month).

+ +

9.5       If the Charges are paid by debit card, credit card or direct debit, the Customer gives permission to the Provider to initiate a series of payments on their behalf on the agreed upon schedule.

+ +

10.       Provider's +confidentiality obligations

+ +

10.1     The Provider must:

+ +

(a)        keep the Customer Confidential +Information strictly confidential;

+ +

(b)        not disclose the Customer Confidential +Information to any person without the Customer's prior written consent;

+ +

(c)        use the same degree of care to protect +the confidentiality of the Customer Confidential Information as the Provider +uses to protect the Provider's own confidential information of a similar +nature, being at least a reasonable degree of care;

+ +

(d)        and act in good faith at all times in +relation to the Customer Confidential Information.

+ +

10.2     Notwithstanding Clause 12.1, the Provider +may disclose the Customer Confidential Information to the Provider's officers, +employees, professional advisers, insurers, agents and subcontractors who have +a need to access the Customer Confidential Information for the performance of +their work with respect to the Permitted Purpose.

+ +

10.3     This Clause 12 imposes no obligations upon +the Provider with respect to Customer Confidential Information that:

+ +

(a)        is known to the Provider before disclosure +under this Agreement and is not subject to any other obligation of +confidentiality;

+ +

(b)        is or becomes publicly known through no +act or default of the Provider; or

+ +

(c)        is obtained by the Provider from a third +party in circumstances where the Provider has no reason to believe that there +has been a breach of an obligation of confidentiality.

+ +

10.4     The restrictions in this Clause 12 do not +apply to the extent that any Customer Confidential Information is required to +be disclosed by any law or regulation, by any judicial or governmental order or +request, or pursuant to disclosure requirements relating to the listing of the +stock of the Provider on any recognised stock exchange.

+ +

10.5     The provisions of this Clause 12 shall +continue in force indefinitely following the termination of this Agreement.

+ +

11.       Data +protection

+ +

11.1     The Customer warrants to the Provider that +it has the legal right to disclose all Personal Data that it does in fact +disclose to the Provider under or in connection with this Agreement.

+ +

11.2     To the extent that the Provider processes +Personal Data disclosed by the Customer, the Provider warrants that:

+ +

(a)        it will act only on instructions from +the Customer in relation to the processing of that Personal Data;

+ +

(b)        it has in place appropriate security +measures (both technical and organisational) against unlawful or unauthorised +processing of that Personal Data and against loss or corruption of that +Personal Data.

+ +

11.3     Further +and more specific agreements between the Customer and the Provider around the +processing of Personal Data are arranged in a separate Data Processing +Agreement (DPA), which acts as an addendum to these terms. The Customer can +request a DPA for mutual signature via this link.

+ +

12.       Warranties

+ +

12.1     The Provider warrants to the Customer that:

+ +

(a)        the Provider has the legal right and +authority to enter into this Agreement and to perform its obligations under +this Agreement;

+ +

(b)        the Provider has or has access to all +necessary know-how, expertise and experience to perform its obligations under +this Agreement.

+ +

12.2     The Provider warrants to the Customer that:

+ +

(a)        the Platform and Hosted Services will +conform in all material respects with the specification on salesflare.com;

+ +

(b)        the Platform will incorporate security +features reflecting the requirements of good industry practice.

+ +

12.3     The Customer warrants to the Provider that +it has the legal right and authority to enter into this Agreement and to perform +its obligations under the Agreement.

+ +

12.4     All of the parties' warranties and +representations in respect of the subject matter of this Agreement are +expressly set out in this Agreement. To the maximum extent permitted by +applicable law, no other warranties or representations concerning the subject +matter of this Agreement will be implied into the Agreement or any related +contract.

+ +

13.       Acknowledgements +and warranty limitations

+ +

13.1     The Customer acknowledges that complex +software is never wholly free from defects, errors and bugs; and subject to the +other provisions of this Agreement, the Provider gives no warranty or +representation that the Hosted Services will be wholly free from defects, +errors and bugs.

+ +

13.2     The Customer acknowledges that complex +software is never entirely free from security vulnerabilities; and subject to +the other provisions of this Agreement, the Provider gives no warranty or +representation that the Hosted Services will be entirely secure.

+ +

13.3     The Customer acknowledges that the Hosted +Services are designed to be compatible only with that software and those +systems specified as compatible on salesflare.com; and the Provider does +not warrant or represent that the Hosted Services will be compatible with any +other software or systems.

+ +

13.4     The Customer acknowledges that the Provider +will not provide any legal, financial, accountancy or taxation advice under +this Agreement or in relation to the Hosted Services; and, except to the extent +expressly provided otherwise in this Agreement, the Provider does not warrant +or represent that the Hosted Services or the use of the Hosted Services by the +Customer will not give rise to any legal liability on the part of the Customer +or any other person.

+ +

14.       Limitations +and exclusions of liability

+ +

14.1     Nothing in this Agreement will:

+ +

(a)        limit or exclude any liability for death +or personal injury resulting from negligence;

+ +

(b)        limit or exclude any liability for fraud +or fraudulent misrepresentation;

+ +

(c)        limit any liabilities in any way that is +not permitted under applicable law; or

+ +

(d)        exclude any liabilities that may not be +excluded under applicable law.

+ +

14.2     The limitations and exclusions of liability +set out in this Clause 16 and elsewhere in this Agreement:

+ +

(a)        are subject to Clause 16.1; and

+ +

(b)        govern all liabilities arising under the +Agreement or relating to the subject matter of the Agreement, including +liabilities arising in contract, in tort (including negligence) and for breach +of statutory duty, except to the extent expressly provided otherwise in the +Agreement.

+ +

14.3     Neither party shall be liable to the other +party in respect of any losses arising out of a Force Majeure Event.

+ +

14.4     Neither party shall be liable to the other +party in respect of any loss of profits or anticipated savings.

+ +

14.5     Neither party shall be liable to the other +party in respect of any loss of revenue or income.

+ +

14.6     Neither party shall be liable to the other +party in respect of any loss of use or production.

+ +

14.7     Neither party shall be liable to the other +party in respect of any loss of business, contracts or opportunities.

+ +

14.8     Neither party shall be liable to the other +party in respect of any loss or corruption of any data, database or software; +providing that this Clause 16.8 shall not protect the Provider unless the +Provider has fully complied with its obligations under Clause 7.3 and Clause +7.4.

+ +

14.9     Neither party shall be liable to the other +party in respect of any special, indirect or consequential loss or damage.

+ +

14.10   The liability of the Provider to the Customer +under this Agreement in respect of any event or series of related events shall +not exceed the total amount paid and payable by the Customer to the Provider +under the Agreement in the 12 month period preceding +the commencement of the event or events.

+ +

14.11   The aggregate liability of the Provider to +the Customer under this Agreement shall not exceed the greater of the total +amount paid and payable by the Customer to the Provider under the Agreement.

+ +

15.       Force Majeure +Event

+ +

15.1     If a Force Majeure Event gives rise to a +failure or delay in either party performing any obligation under this Agreement +(other than any obligation to make a payment), that obligation will be +suspended for the duration of the Force Majeure Event.

+ +

15.2     A party that becomes aware of a Force +Majeure Event which gives rise to, or which is likely to give rise to, any +failure or delay in that party performing any obligation under this Agreement, +must:

+ +

(a)        promptly notify the other; and

+ +

(b)        inform the other of the period for which +it is estimated that such failure or delay will continue.

+ +

15.3     A party whose performance of its +obligations under this Agreement is affected by a Force Majeure Event must take +reasonable steps to mitigate the effects of the Force Majeure Event.

+ +

16.       Termination

+ +

16.1     The Customer may terminate this Agreement by +giving to the Provider written notice of termination.

+ +

16.2     Either party may terminate this Agreement +immediately by giving written notice of termination to the other party if the +other party commits a material breach of this Agreement.

+ +

16.3     Either party may terminate this Agreement +immediately by giving written notice of termination to the other party if:

+ +

(a)        the other party:

+ +

(i)         is dissolved;

+ +

(ii)        ceases to conduct all (or substantially +all) of its business;

+ +

(iii)       is or becomes unable to pay its debts as +they fall due;

+ +

(iv)       is or becomes insolvent or is declared +insolvent; or

+ +

(v)        convenes a meeting or makes or proposes +to make any arrangement or composition with its creditors;

+ +

(b)        an administrator, administrative +receiver, liquidator, receiver, trustee, manager or similar is appointed over +any of the assets of the other party;

+ +

(c)        an order is made for the winding up of +the other party, or the other party passes a resolution for its winding up +(other than for the purpose of a solvent company reorganisation where the +resulting entity will assume all the obligations of the other party under the +Agreement);

+ +

 

+ +

17.       Effects of +termination

+ +

17.1     Upon the termination of this Agreement, all +of the provisions of this Agreement shall cease to have effect, save that the +following provisions of this Agreement shall survive and continue to have +effect (in accordance with their express terms or otherwise indefinitely): +Clauses 1, 4.11, 8, 11.2, 11.4, 12, 16, 19, 22 and 23.

+ +

17.2     The termination of this Agreement shall not +affect the accrued rights of either party.

+ +

17.3     Within 30 days following the termination of +this Agreement for any reason:

+ +

(a)        the Customer must pay to the Provider +any Charges in respect of Services provided to the Customer before the +termination of the Agreement; and

+ +

(b)        the Provider must refund to the Customer +any Charges paid by the Customer to the Provider in respect of Services that +were to be provided to the Customer after the termination of the Agreement,

+ +

            without prejudice to the parties' other legal rights.

+ +

18.       Notices

+ +

18.1     Any notice from one party to the other +party under this Agreement must be given by one of the following methods (using +the relevant contact details set out above for the Provider, and using the +relevant contact details the Customer has provided):

+ +

(a)        delivered personally or sent by courier, +in which case the notice shall be deemed to be received upon delivery;

+ +

(b)        sent by recorded signed-for post, in +which case the notice shall be deemed to be received 3 Business Days following +posting; or

+ +

(c)        sent via electronic mail,

+ +

            providing that if the stated time of deemed receipt is +not within Business Hours, then the time of deemed receipt shall be when +Business Hours next begin after the stated time.

+ +

18.2     These contact details may be updated from +time to time by a party giving written notice of the update to the other party +in accordance with this Clause 18.

+ +

19.       Subcontracting

+ +

19.1     The Provider may subcontract any of its +obligations under this Agreement.

+ +

19.2     The Provider shall remain responsible to +the Customer for the performance of any subcontracted obligations.

+ +

20.       General

+ +

20.1     No breach of any provision of this +Agreement shall be waived except with the express written consent of the party +not in breach.

+ +

20.2     If any provision of this Agreement is +determined by any court or other competent authority to be unlawful and/or +unenforceable, the other provisions of the Agreement will continue in effect. +If any unlawful and/or unenforceable provision would be lawful or enforceable +if part of it were deleted, that part will be deemed to be deleted, and the +rest of the provision will continue in effect (unless that would contradict the +clear intention of the parties, in which case the entirety of the relevant +provision will be deemed to be deleted).

+ +

20.3     This Agreement may not be varied except by +a written document signed by or on behalf of each of the parties.

+ +

20.4     Neither party may without the prior written +consent of the other party assign, transfer, charge, license or otherwise deal +in or dispose of any contractual rights or obligations under this Agreement.

+ +

20.5     This Agreement is made for the benefit of +the parties, and is not intended to benefit any third party or be enforceable +by any third party. The rights of the parties to terminate, rescind, or agree +any amendment, waiver, variation or settlement under or relating to this +Agreement are not subject to the consent of any third party.

+ +

20.6     This Agreement shall constitute the entire +agreement between the parties in relation to the subject matter of this +Agreement, and shall supersede all previous agreements, arrangements and +understandings between the parties in respect of that subject matter.

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20.7     This Agreement shall be governed by and +construed in accordance with Belgian law.

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20.8     The courts of Antwerp, Belgium, shall have +exclusive jurisdiction to adjudicate any dispute             arising under or in connection with this Agreement.

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21.       Interpretation

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21.1     In this Agreement, a reference to a statute +or statutory provision includes a reference to:

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(a)        that statute or statutory provision as +modified, consolidated and/or re-enacted from time to time; and

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(b)        any subordinate legislation made under +that statute or statutory provision.

+ +

21.2     The Clause headings do not affect the +interpretation of this Agreement.

+ +

21.3     In this Agreement, general words shall not +be given a restrictive interpretation by reason of being preceded or followed +by words indicating a particular class of acts, matters or things.

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