Art. 1.1 These conditions apply to every agreement between UQ and the Customer (be it a non-trader or a trader), as well as to every other (legal) act (including an offer) carried out by these party(ies), regardless of whether it leads to or relates to an agreement.
Art. 1.2 Applicability of general and/or special terms and conditions of the Customer is expressly rejected, both at the time of the conclusion of the agreement and during the course of the previous and further business relationship, even if these terms and conditions would not have been expressly rejected in the past and would have become/have become opposable in the past. By entering into an agreement with UQ, the Customer explicitly renounces the opposability of its conditions.
Art. 1.3 Deviations from these terms and conditions shall only be valid if and insofar as they have been expressly agreed with the intention of deviation and in writing.
Art. 1.4 If any provision, or part of a provision, of the agreement and/or these terms and conditions should be void, invalid or unenforceable, the other provisions, or parts of the provision, will remain in full force and the parties will be deemed to have agreed on that which most closely approximates the purport of the void, invalid and/or unenforceable provision.
Art. 1.5 In the event of differences between different translations of the agreement/conditions, the Dutch text and its intentions will always prevail.
Art. 1.6 No summary within the text of the general terms and conditions and agreement is to be understood as exhaustive, unless indicated otherwise and/or would appear otherwise.
Art. 2.1 Each offer made by UQ has a maximum acceptance period of 30 days, but is always without obligation. UQ is at all times entitled, without justification, to withdraw an offer it has made. After acceptance of an offer by the Customer, this acceptance still has to be explicitly accepted by UQ in order to conclude an agreement.
Art. 2.2 Products and services, product information, prices, ..., as stated on the UQ website, are not binding to UQ and are always subject to errors, mistakes and changes to be made. UQ cannot guarantee that its website is complete and correct at all times, which is its objective.
Art. 2.3 UQ can only be linked by express agreement of its authorised representatives.
Art. 2.4 UQ offers no guarantee as to the result intended by the Customer, even if this result is known to UQ.
Art. 3.1 UQ's commitments and performance are, at most, commitments of means and never commitments of results.
Art. 3.2 UQ is entitled to transfer the performance of its obligations and all its rights and obligations arising therefrom to third parties to the extent that such a transfer does not adversely affect the proper performance of performance and services. In case of transfer by UQ, UQ is released from any obligation towards the Customer, its rights and obligations are transferred to the transferee.
Art. 4.1 All (initial) prices are always in euros and exclusive of VAT and other taxes. UQ can also indicate prices in other currencies (e.g. on its website). However, in case of differences etc., prices in euros always take precedence over prices in foreign currency.
Art. 4.2 The license fees apply for an annual license that takes effect on the starting date determined by the parties. The first license fee will be due immediately and invoiced upon commissioning of the software(s). The annual licences of any additional users will be invoiced once per quarter following the commissioning. The number of users is the total number of different users who have had an active contract during the reference period.
For subsequent years, the licence fee will always be invoiced for all active users at the beginning of the month in which the twelve-month period expires.
All costs relating to access to the software(s), both the costs for hardware, software(s) other than those that are the subject of the agreement, as well as costs for Internet access, shall be borne exclusively by the Licensee. He alone is responsible for the proper functioning of his own computer equipment and internet access.
Art. 5.1 UQ is active as a licensor in the development and distribution of Human Resource Management applications, the content of which is available as "paper" format or in web format via a Content Management System ("CMS") or as application software based on the principle of SaaS. SaaS stands for "Software as a Service", where the licensor provides applications via the Internet including the necessary support and control of the system.
As licensee, the customer wishes to obtain a licence for himself and/or his subsidiaries to use the software(s) made available by UQ, including related services. The Licensee has continuous access to future upgrades of the software(s).
Art. 5.2 UQ will set up and configure the licensed software(s). These technical set-up costs are included in the annual license for setting up and configuring the licensed software(s). The costs related to setting up interfaces, SSO, ... or new processes are not included.
The customer will fully comply with UQ's reasonable requests for information and data, which are necessary for the realisation of the work. All information UQ receives from the Customer, i.e. personnel data, texts or any other documents, will be considered final, complete and correct. For possible extra work that has to be carried out due to incomplete or erroneous data, any supplements will be charged at the applicable hourly rate. If, for any reason, the Customer is unable to meet the delivery dates, UQ cannot guarantee the commissioning date and cannot be held liable for any late commissioning.
Under these conditions, UQ grants the Customer a non-exclusive license to (i) use and execute via the Internet the licensed software(s) located on UQ's application server or that of a party contractually related to UQ as licensor and (ii) provide data regarding the use of the licensed software(s) by the Customer via the Internet.
Art. 5.3 Licences are always concluded for an initial term of 12 months from the start date or date of commissioning of the software(s) as determined by the parties.
After this period, the License Agreement will be automatically renewed for successive periods of 12 months, unless written notice of non-renewal is given by either party, at least ninety (90) days prior to the end of the period, unless the Agreement is terminated earlier under the conditions set out in these General Terms and Conditions.
Either party may terminate the Licence Agreement for a material breach, provided that the terminating party gives the other party at least 45 days' written notice and gives it the opportunity to remedy the breach. Termination of the License Agreement for breach shall not prevent the terminating Party from taking other remedial action to remedy the breach.
Art. 5.4 In order to use the software(s) for the intended purpose and in accordance with the specifications included in any documentation concerning the software(s) communicated by the Licensor, the Customer and any existing and future company, wholly or partially owned by the Customer or its subsidiaries, may use the Licensor's software(s) and application server(s), subject to the restrictions of use specified herein. Such use and access shall be continuous 24 hours a day, except in the event of maintenance interruptions, provided that they do not exceed 1 working day per month or in the event of a breakdown beyond the licensor's reasonable control. In this case, the Licensor must inform the Customer as soon as he becomes aware of the day on which access is not possible.
Customer will only use the software(s) for internal business activities and will not allow these to be used by or for other persons than Customer. Unless explicitly agreed Customer does not have the right to transfer the licenses or to sell the rights to access or use the Licensed Software(s) or to transfer or assign rights to access or use the Licensed Software(s). The Customer is not permitted to modify, translate, reverse engineer, decompile or create derivative works from the Licensed Software(s). Customer agrees to use the Licensed Software(s) in a manner that is consistent with applicable laws including intellectual property and copyright laws. The licensor expressly reserves all rights not expressly granted to the Customer in these terms and conditions.
Customer will: (i) not transfer or communicate the identification or password codes to persons other than authorised users, (ii) not allow the identification or password codes to be stored in the cache memory of the proxy server and accessible to persons who are not authorised users, or (iii) not allow the licensed software(s) to be accessed via a single identification or password code made available to multiple users on a network.
The Customer is solely responsible for the use of identification or password codes and for the management of its account and all (trans)actions via it. UQ does not bear any responsibility in this respect.
UQ has the right to deny the customer access to the software(s) in case of license violation, negligence, bankruptcy, cessation of payment or any other cause that seriously affects its rights.
UQ is not responsible for the operation of the software on Customer's hardware. At most, the content of the software(s) can be understood as non-binding advice.
UQ is not responsible for the Customer's use of the software(s), nor for the result intended by the Customer, nor for any damage resulting from the use.
Art. 5.5 During normal office hours on weekdays (from Monday to Friday between 09.00 and 17.00 GMT+1), with the exception of Belgian public holidays, UQ will, on a reasonable and necessary basis, provide telephone support with regard to the Licensed Software(s) to the Customer. If necessary and within 24 hours following receipt of the request for support, UQ will provide reasonable support to the Customer via electronic and/or written correspondence.
Regarding access to the server, UQ will provide telephone or e-mail support to the Customer 24 hours a day, seven days a week.
Art. 5.6 During the term of the licence and for a period of three (3) years from the date of termination of the licence, UQ or its representative have a right of access to all Customer's materials, documents, systems and infrastructure for the purpose of verifying that the Customer complies with its obligations under the general terms and conditions. In doing so, the Licensor undertakes to respect as much confidentiality as may reasonably be required by the Customer. The Client will bear the costs arising from application of the right of inspection in the event that the audit reveals breaches of the General Terms and Conditions.
Art. 6.1 UQ organises, for a fee, training courses/lectures.
Art. 6.2 In the event of a training course on location, the Customer shall provide all normal and reasonably expected necessary facilities (including: internet access, a projector and projection screen, ...).
Art. 6.3 The maximum number of participants and the duration will be determined in advance between the parties. At least 24 hours before the training/preparation, the Customer provides UQ with a list of participants including surname, first name, capacity and company. In the event that the maximum number of participants is exceeded, an additional fee will be payable per additional participant in accordance with the previously determined terms and conditions. A reduced number of participants does not lead to a reduction in reimbursement.
Art. 6.4 Cancellation and/or modification of a training course/profession is only possible up to 7 days before the day on which it would take place. In the absence of timely cancellation a full fee will be due.
Art. 6.5 UQ reserves the right to cancel and/or change the course/preparation up to 7 days before the start. In this case, the compensation already paid will be refunded to the Customer within 14 days after notification of the cancellation.
Art. 7.1 All payments must be made by the Customer in Euros, and within 30 days after the invoice date in the manner indicated by UQ. UQ may demand full or partial payment at the time of the order at any time and without any justification. If different, extended payment terms are agreed upon, this should always be understood as one-off and per exception. All possible bank and exchange costs at the expense of UQ will be invoiced to the Customer.
If payment in foreign currency is possible, the Customer is also responsible for the costs associated with payment other than in euro.
Art. 7.2 All invoices that remain unpaid on their due date shall entitle, ipso jure and without notice of default, to interest on the unpaid invoice amount at the rate of 10% per annum from the due date of the invoice, as well as to an indemnity clause of 10% of the invoice amount (without partial payments leading to a reduction of the indemnity clause), with a minimum of EUR 60.00.
In case of payment in foreign currency, Customer is also obliged to compensate the minus value due to difference in exchange rate.
If the Customer would regularly and/or systematically pay invoices late, this can never be considered as an acquired right, even if UQ would opt, for whatever reason, not to charge the fees referred to in this article.
Art. 7.3 Every invoice is deemed to have been accepted unless the complaint regarding the invoice has been reported by means of a motivated, registered letter within 7 days of the invoice date or receipt date of the digital invoice.
Art. 7.4 A complaint by the Client (with regard to the invoice or otherwise) will never lead to the suspension of his payment (or other) obligations.
Art. 7.5 The customer is never entitled to invoke settlement against UQ.
Art. 7.6 In the event that UQ is required to make a refund, it will never be obliged to pay any interest.
Art. 7.7 Every payment received from the Customer will first be used to settle any claims UQ may have against the Customer, then to settle claims relating to interest, damage clauses, (procedure, etc.) costs and (damage) compensation, and then to settle its invoices, always first the oldest invoices, notwithstanding the allocation of the Customer and/or the Customer's details at the time of payment.
Art. 8.1 All intellectual property rights of the services offered by UQ, software(s), ... are and remain the exclusive property of UQ or a third party as licensor. The Customer, as licensee, shall be the owner of all content created and posted by UQ and its users. The texts, images and other items on the UQ website are protected by copyright or other intellectual rights. Reproduction, distribution, ... of these data is not permitted.
Art. 8.2 Without prejudice to the rights of third parties, the Customer acknowledges and accepts that UQ or a third party as licensor is the sole owner of the intellectual property rights specific to the software(s), the documentation, the brands and the software(s) used. The elements referred to herein, which are part of the intellectual property rights, are generally referred to as intellectual property. Each copy, extract, composition, addition and adaptation of the software(s) by the Client or by the association of Clients are also part of the intellectual property.
Art. 8.3 No rights other than those expressly granted by UQ in the general terms and conditions are transferred or granted to the Customer, notwithstanding anything that may be mentioned in the offer or any other document originating from UQ or a third party as licensor.
Art. 8.4 Unless he receives explicit permission to do so from UQ or a third party as licensor, the Customer will refrain from (i) hiring out, distributing, publishing, selling, sub-licensing, commercialising, transferring, duplicating, copying, modifying, reproducing, decompiling or disassembling all or part of the intellectual property, reverse engineering all or part of the intellectual property, trying to discover the source code or the underlying ideas or algorithms, engaging in any activity aimed at reproducing all or part of the intellectual property; (ii) using all or part of the intellectual property for the account or benefit of third parties, or to make improvements or modifications to other products or services; (iii) creating derivative works based on the intellectual property; (iv) taking any action that might compromise, limit or affect the licensor's intellectual property rights, that may reduce the value of the intellectual property rights, or that is intended to acquire the rights to all or part of the intellectual property, in any jurisdiction. This applies to any part of the intellectual property; (v) contesting (or cooperating with a third party with a view to contesting) the trademarks or their registration, or filing or attempting to file a similar trademark or other characteristic which may give rise to confusion due to their similarity with the trademarks. This applies both during the term of the contract and after its termination; (vi) the removal, masking or alteration of any mention of the copyright, trademarks or any other intellectual right displayed on the media forming part of the contract (magnetic media, software, paper, listings, documentation, ...). The Customer guarantees the respect of this clause by any person authorised by him to use or consult all or part of the software(s).
Art. 8.5 The customer will immediately inform UQ or a third party as licensor in case of infringements by third parties.
Art. 9.1 Customer acknowledges that UQ, the software(s) and other data located on the application server of UQ or of a third party as licensor, include a methodology of logic, design and coding that constitutes valuable confidential information and is the property of UQ or of a third party as licensor. The Customer undertakes to use and protect the software(s) on the application server of UQ or of a third party as licensor, whereby the Customer will use the same degree of care as he does with his own confidential data.
Art. 9.2 All data relating to the Customer that are disclosed to UQ in the context of the execution of an agreement and that are located on the application server of UQ or of a third party as licensor, will not be disclosed to third parties or used for any other purpose than the execution of this agreement, without the prior written approval of the Customer. UQ assures that such data will remain confidential, whereby UQ will exercise the same degree of care as it does with its own confidential data. This obligation does not apply to data that are encrypted or that are or become generally known or available without the intervention of UQ.
Art. 9.3 UQ undertakes to comply with the terms and conditions and to ensure from time to time that its employees and agents comply with the provisions and all relevant legislation in all respects.
Art. 9.4 UQ guarantees that it will at all times have technical and organisational measures and procedures in place to secure the data in the event of unlawful use or unlawful processing, disclosure, unforeseen loss, destruction or damage of personal data, in particular personal information concerning the employees, agents and customers of Customer, which is collected, received or processed by UQ in the context of the execution of the rights and compliance with the obligations under the agreement.
Art. 9.5 UQ assures that only the employees and agents (data centres and independent ICT experts), who may be required to help fulfil the obligations under the agreement, will use the data and will not disclose these data to third parties, without the prior written consent of the Customer. UQ guarantees that all its employees and agents will only use the data for the execution of the obligations under the agreement. It is hereby agreed that the data remain the property of the Customer at all times and that the data will only be used by UQ as described above.
Art. 9.6 UQ agrees that, in case of termination of the agreement and unless the Customer decides otherwise, he will destroy all data on his database that he has obtained and processed through software(s) for the Customer during the duration of the agreement. Prior to the termination the Customer will have the possibility to download all data in the database of the software(s).
Art. 9.7 The confidentiality obligation shall remain in force for 5 years after the term of the agreement for any reason whatsoever.
Art. 9.8 The Customer undertakes to remove all elements and documents relating to the software(s) from all portable devices, hard drives and other storage media that have not been returned to UQ or a third party as licensor and to destroy all copies of documents relating to the software(s) that remain in his possession or under his control.
Art. 9.9 The terms and conditions, including prices, shall not be passed on to third parties, unless otherwise required by law or by an audit of the acquisition of one of the parties or by a similar transaction or by legal proceedings relating to the parties.
Art. 9.10 UQ and Customer agree that their trade names (and associated logos) and quality may be mentioned on their websites, in press releases and marketing materials. Any other use of the trade name, logo, distinguishing marks or trademarks of the parties is subject to their prior written approval.
Art. 10.1 In case of any shortcoming of the Customer, serious or not, in the fulfilment of its obligations, and/or in case UQ has good reason to fear that the Customer will fail in the fulfilment of its obligations towards UQ, the Customer is in default immediately and without prior notice or notice of default being required.
Art. 10.2 Without prejudice to the other rights of UQ, in case of negligence by the Customer, as well as if assets of the Customer are seized, the Customer is granted suspension of payment or the Customer is declared bankrupt, and/or the Customer's company is completely or partially - temporarily or permanently - shut down and/or liquidated:
Art. 10.3 If the agreement between UQ and the Customer is terminated and/or dissolved in any way due to a circumstance that can be attributed to the Customer, UQ is entitled to pay damages directly by the Customer in the amount of 20% of the amount of the agreement. UQ is at all times entitled to compensation for a higher, actually suffered damage.
Art. 10.4 UQ is only liable, contractually and/or extra-contractually, for direct damage and this is limited to the amount covered by its insurance. If no cover is available, for whatever reason, UQ's liability will be limited to an amount of EUR 5,000.00.
Art. 10.5 UQ will never be liable for trading losses, loss of profit or other indirect or consequential loss or damage.
Art. 10.6 UQ is not liable for hidden defects.
Art. 10.7 Customer is in no way entitled to dissolve or destroy the agreement in whole or in part, to claim or invoke the dissolution or destruction thereof in court or to suspend the fulfilment of obligations.
Art. 10.8 Regarding the use of the licensed software(s) UQ can never be held liable for the loss of data, ...
Art. 10.9 The parties shall not be liable to each other for any special, indirect or consequential loss or damage incurred or suffered by the other party as a result of or relating to the use of the software(s), whether contractual, criminal or otherwise, even if the other party has been advised of the possibility of such loss or damage. The Customer will indemnify and hold UQ or a third party as licensor harmless from any claim received by UQ or a third party as licensor, directly or indirectly resulting from a breach of the agreement by the Customer. The latter will also bear the associated reasonable costs, expenses and attorneys' fees. Conversely, UQ will indemnify and hold the Customer harmless from any claim received by the Customer, directly or indirectly resulting from a breach of contract by UQ. The latter will also bear the associated reasonable costs, expenses and lawyer's fees.
Art. 10.10 The total liability of UQ or a third party as licensor with regard to the agreement, regardless of the cause or repair theory, will not exceed 50% of the total amount of fees invoiced to and paid by the Customer during the twelve months immediately preceding the event, act or omission that led to the claim.
Art. 10.11 Customer agrees that UQ or a third party as licensor may transfer all rights and obligations of the agreement to third parties to the extent that such transfer does not adversely affect the proper performance of the performances and services covered by the agreement. In the event of a transfer by UQ, it will be released from any obligation towards the Customer, its rights and obligations will be transferred to the transferee.
Art. 11.1 Force majeure for UQ includes all facts and circumstances, which hinder, delay or prevent UQ from fulfilling its obligations, including but not limited to strike and/or lock-out, illness, personnel shortage, fire, natural or other disasters, war, riots, unavailability of utilities (electricity, internet,...), measures and/or restrictions of any nature taken by local, national or supranational authorities.
Art. 11.2 The above also applies when the force majeure occurs at suppliers or other third parties.
Art. 11.3 In the event of force majeure, UQ has the choice either to suspend its commitments (in part or in full), in particular to extend delivery by the period of force majeure plus the period required to restart, or to declare the agreement dissolved (in part or in full), without being liable for any compensation or other obligation in this respect.
Art. 11.4 The parties will not be held liable for any delay or failure to perform part of the agreement insofar as such delay is the result of force majeure.
Art. 12.1 The licensor and the licensee undertake to comply with European data protection legislation (based on European Directive 95/46/EC and the General Data Protection Regulation (GDPR) - in accordance with EU Regulation 2016/679 of 27 April 2016).
Art. 12.2 Customer acknowledges, takes note of and gives explicit permission for his personal data to be stored and processed. The law of 08/02/1992 on the protection of privacy applies.
Art. 12.3 The data may be used for the following purposes:
Art. 12.4 Customer can at all times object, free of charge, to the processing and/or use of his personal data for the aforementioned purposes by means of a letter to the above-mentioned responsible party.
Art. 12.5 Customer can at all times request inspection and/or correction and/or removal of data free of charge.
Art. 12.6 It is possible that data relating to racial, ethnic origin, political opinions, religious or philosophical beliefs, membership of (trade) associations, physical or mental health, sexual life, will be requested and/or processed, but only with the explicit consent of the Client.
Art. 13.1 The legal relationships with UQ and the Customer, including these terms and conditions, are exclusively governed by Belgian law.
Art. 13.2 The parties agree that they will use their best endeavours to resolve amicably any dispute which may arise from the implementation or interpretation of the agreement and any contract or document covered by it. To this end, in the event of a disagreement between the parties, they will initially identify the differences and exchange the elements of the dispute in writing within a period of fifteen (15) working days from the moment a decision is taken to initiate the procedure to reach an amicable agreement. This document consists of four separate sections (the annexes containing the documents added by the parties to clarify their position are not included): (i) the facts, (ii) the analysis of the cause of the dispute, (iii) a description of the actions or measures taken by the parties or by one of the parties to settle the dispute and their effects, and (iv) a description of the proposals put forward to settle the dispute.
On the basis of the above, the parties will meet (with or without an external mediator) within fifteen (15) days following the written exchange of this proposal and will prepare, either together or separately, a document containing the points of convergence (with a possible agreed solution to the conflict) or divergence.
Art. 13.3 In the event of disputes between UQ and the Customer, which cannot be settled amicably, the judge of UQ's principal place of business is competent to the exclusion of any other court. Nevertheless, UQ is also authorised to bring the dispute before the court of the Customer's main or subsidiary place of business.