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.