License Agreement for Software SMARTdoc

1. The right of use

The right to use the program SMARTdoc Pro/Go/Flex/Connect is limited to one stand-alone PC. Each client is entitled to one SMARTdoc Server license, regardless of the total number of users. For the network version, versions may be installed on the workstations for which a SMARTdoc Pro/Go/Flex/Connect license has been purchased. The user license granted by SMARTdoc bvba is non-exclusive and non-transferable to third parties and will be active as soon as SMARTdoc bvba has received the licenses listed in the order confirmation.

Regarding SMARTdoc Pro, the license and the associated Service Contract, or in the case of SMARTdoc Go/Flex/Connect the subscription fee as described in the initial order confirmation or as described in the order modifications after potential follow-up orders for additional users or additional modules, the following applies:

  • Assistance with the use of the program once the license has been activated with a maximum of 3 hours per month and to the extent that this support can be provided via phone and in the offices of SMARTdoc bvba. The assistance is provided through the email address helpdesk@smartdoc.eu. SMARTdoc bvba will decide whether the assistance will continue by email, by telephone or by taking over the PC screen.
  • Delivery of new versions of the SMARTdoc software, updates or improvements to the program and/or modules.

The license and the associated Service Contract do not include:

  • Corrections in files by faulty input or for any other reason.
  • Training in the use of the program (for example: template, ADBC commands, SQL queries, backup or recovery questions…).
  • Installation or re-installation of the software on the computer of the licensee.
  • Modifications to the software at the request of the licensee.
  • Correction of errors caused by third-party programs, such as the programs responsible for OCR, barcode recognition, scanning, database etc.
  • Tracing data, checking data or results produced by the program.
  • Assistance in the use of the program outside the offices of SMARTdoc bvba or telephone assistance for more than the included 3 hours per month.

This list is illustrative and not limiting.

The program and all related materials, documentation, manuals in physical form or made available via www.smartdoc.eu are and will remain the property of SMARTdoc bvba. Nothing may be distributed and/or made public (through printing, photocopying, magnetic media, websites, email or any other means), resold, copied or simulated without the explicit prior and written consent of SMARTdoc bvba. The user is allowed to copy the setup files as a safety copy in order to protect itself against potential loss.

2. Warranty

SMARTdoc bvba guarantees the correct functioning of the software and agrees to correct any identifiable and reproducible software errors (except those listed below) within a period of 3 months after purchasing the software. SMARTdoc bvba is not required to make improvements beyond this period. SMARTdoc bvba offers no guarantees regarding the suitability of the package for a particular purpose or situation. The client has the possibility to evaluate this by purchasing a demonstration version or by testing the package at the seller.

In any case SMARTdoc bvba cannot be held responsible for production losses, lost profits, loss or corruption of data or any other direct or indirect damage that exceeds the cost of the software.

SMARTdoc bvba cannot vouch for repairing errors caused by:

  • Hardware and/or their drivers.
  • The operating system and network software.
  • The compilers and programming tasks in which the program is written.
  • Wrong use or interpretation of the software.
  • Failure to follow the correct user procedure.
  • Power cuts.
  • Adapting data through other external programs other than those developed and delivered by SMARTdoc bvba.

This list is illustrative and not limiting.

3. User obligations

To protect against possible loss of data the user will regularly make a safety copy or backup. The user will immediately report each error to his software reseller along with all information needed to reproduce the error. He will furthermore allow SMARTdoc bvba to locate the error on the configuration of the user. For this purpose, he will make his configuration available at the office of SMARTdoc bvba. If this is not possible, the licensee will provide SMARTdoc bvba access to his office(s). Access should be given during normal business hours.

Shipping and/or travel expenses will be recovered from the user/licensee in any event. The costs resulting from the repair of an error will always be charged to the licensee. If it appears that the error lies beyond the responsibility of SMARTdoc bvba, the intervention will be billed, even if the user has signed a Service Contract.

The licensee may not make any changes to the software or files, or instruct a third party to perform these operations. The user ensures that all instructions given in the online manual by SMARTdoc bvba will be respected effectively.

In order to protect itself from illegal copying, SMARTdoc bvba adds the name and address of the user or licensee to the program. For legal entities the official company name and the business location is used. The user may not change this name and must allow these names to be used on several documents.

4. General provisions

SMARTdoc bvba reserves the right to adjust the manual, online manual and programs at any time without prior notice.

The agreement is governed by Belgian law. In the event of a dispute only the courts of Brussels are authorized.

Service Contract (by default included in SMARTdoc Go/Flex/Connect subscriptions)

There is an agreement between the Reseller and the Client to provide maintenance for the software as indicated on the order-form. The following provisions apply:

Art.1 Duration of the agreement

This agreement lasts for a minimum duration of 2 years and will be extended by a period of 1 year by the end of the current period, unless terminated, for which a notice period of 3 months before the expiry of the current period applies.

This agreement starts on the delivery date of the licenses. The Service Contract or subscriptions are billed each year in advance.

Immediate termination:

Each of the two parties is entitled to end this agreement immediately, without notice by registered letter, in case of:

  • bankruptcy of the counterparty
  • cessation of payments by the counterparty
  • legal settlement of the counterparty or any other cause which could seriously jeopardize their rights

SMARTdoc bvba may immediately terminate the agreement in the following situations:

  • If the client has failed to pay the sums of this agreement 3 months after the due date.
  • If anyone other than designated personnel of SMARTdoc performs adjustments or maintenance, SMARTdoc may terminate the maintenance contract effective immediately, without rights to claim amounts already paid and without rights to claim for months that have yet to follow and were included in the Service Contract.

Art.2 Maintenance

SMARTdoc bvba will provide maintenance on the software by:

A. Corrective maintenance.

SMARTdoc bvba is available to clients for resolving malfunctions in the standard (consisting of base and modules) and customer-specific software (standard and customer specific software, from now on called software) as well as malfunctions which are a result of malfunctioning of the software in accordance with the specifications of the software.

For malfunctions that block the entire operation of the software or reduce the operation in a substantial way (from now on called Priority 1), a remote repair of the software will commence within 8 working hours. If an onsite repair proves to be necessary, a SMARTdoc technician will begin the repair as proposed by the client or by mutual consent at the latest within 16 working hours. Repairs of malfunctions that do not reduce the operation of the software in a substantial way (from now on called Priority 2) will commence within 24 hours by SMARTdoc. The services provided under this service agreement are billable unless they are caused by an error in the SMARTdoc software. Transport costs are billable in any case.

B. Technical and user support

The client may report operating or usage problems through the helpdesk email address helpdesk@smartdoc.eu.

C. Corrective maintenance.

SMARTdoc regularly updates the standard software and will make updated versions available in which known errors have been eliminated and which improve the existing operation and functionality of the software, without adding new features. Updated versions of the software do not require any substantial modification of the equipment. SMARTdoc is responsible for the installation of the updates to the devices of the client, at a time agreed upon with the client. The installation costs of these updates are not included in this service agreement.

D. Innovative maintenance

SMARTdoc bvba makes new versions of the software available to the client, which in addition to any error correction and improvement of existing functionality, includes new features. The installation of these versions can require significant adjustment of the device(s). For innovative maintenance, additional transport- and installation charges apply.

E. Providing staff

SMARTdoc bvba will – depending on their availability and the approval of SMARTdoc bvba – make programmers/systems analysts/designers available for services that go beyond the agreement, but relate to the software mentioned in the agreement. These services are provided at the current prices at that time on a cost per unit base, or at an established fixed price.

Art 3. Involved software.

In the agreement, the basic programs and (if present) its modules and client-specific software are included. A maintenance agreement cannot be concluded for modules only. Modules can furthermore not be excluded from the agreement.

The Service Contract always applies to all SMARTdoc software in the possession of the client. The SMARTdoc software licenses that a client no longer wishes to use can be deleted from the Service Contract, with a minimum notice period of 3 months before the end of the contract. In that case the client must forward the license keys which relate to the notice of cancellation to SMARTdoc bvba, so SMARTdoc bvba can block them.

Art.4 Price

Maintenance, with exception of the maintenance costs mentioned in art. 5, is provided at the price indicated in the order confirmation. Prices are excluding VAT unless stated otherwise. The Service Contract and subscriptions can be customized by SMARTdoc bvba annually at the beginning of the year, depending on the increase or decrease in material prices and labor costs within the company. The yearly increase or decrease in maintenance cost cannot exceed 5% of the previous maintenance fee. Although SMARTdoc bvba has always ignored price indexation in the past for existing service contracts and subscriptions, SMARTdoc will use its right to index and will do so for each year since the software has been put in use. SMARTdoc will respect the maximum annual indexation as indicated above. The mere indexing of the Service Contract and subscriptions within the mentioned increase rate, will not be a valid reason to terminate the contract. Price increases that exceed the annual indexation specified in the agreement, will always be announced at least 4 months before the end of the annual prescription period of the contract. All invoices are payable within 8 days. In case of non-payment of an invoice 3 months after its due date, a default interest of 8% and an additional compensation amounting to 10% of the invoice amount will automatically and without any requirement for notice be chargeable.

In addition, SMARTdoc bvba is entitled to suspend all further execution of this agreement until full payment of all amounts owed.

Art.5 Limitations and exclusions

The following activities are not covered by the agreement:

  • Maintenance of software not provided by SMARTdoc bvba.
  • Maintenance of software as a result of the interaction with the SMARTdoc frame that was not done and/or advised by SMARTdoc bvba and which was added by the client or a third party to the overall information system.
  • Jobs that result from severe or frequent misuse of the guidelines (for proper use of the software) by the user.
  • Software maintenance that was done by anyone other than designated staff of SMARTdoc bvba.

SMARTdoc can provide the services mentioned above at the client’s request, depending on the availability of the staff. These services are provided at the current prices at that time on a cost per unit base, or at an established fixed price.

Art.6 Safety Copy

The client should create a safety copy of his data periodically through the regular backup procedures. If SMARTdoc bvba will provide maintenance services or install a new version, the client is required to make a safety copy of the entire system on his own initiative and do so before the work commences. Only after proper functioning of the modified and/or updated version of the program, can these copies be overwritten or destroyed.  SMARTdoc bvba can make a copy of the data of the edited software at each visit, if that’s what the client desires. The discs and/or tapes remain the property of SMARTdoc bvba and are held in their custody. If the software fails the backup can be installed. The work and costs involved are not covered by this contract.

Art. 7 Transfer of rights

Full or partial transfer of the rights and obligations, of either party in this agreement, is only allowed with prior written consent of the counterparty. In the absence of such consent, the maintenance agreement ends when the software is no longer in use at the client. In that case, all software (including copies) should be sent to SMARTdoc without delay.

Art. 8 Access to the offices

The staff appointed by SMARTdoc bvba will, in line with the agreed guidelines, ask for permission to access the equipment during onsite interventions. If access is not granted, the transport cost will be billable.

Art.9 Work hours

A: Onsite by SMARTdoc bvba staff

All activities are performed during normal business hours, from 9h00 to 17h00 from Monday to Friday, excluding public holidays. A supplement of 50% of the current prices at that time, applies for services on a cost per unit base, which are provided outside business hours, to 22h00 at the latest.

B: Access to our helpdesk

Our helpdesk is available during normal business hours, from 9h00 to 17h00, from Monday to Friday, excluding public holidays.

Art. 10 Liability of SMARTdoc bvba

The liability of SMARTdoc bvba includes the commitment to provide all care and use all skills in order to carry out the maintenance contract.

SMARTdoc bvba only deploys staff with thorough knowledge of the software and with at least 6 months seniority at SMARTdoc bvba for the supply, installation and maintenance of the software.

SMARTdoc bvba agrees to comply with all fiscal and social laws for employing staff and subcontractors. The client is safeguarded against all claims by third parties concerning personnel and subcontractors of SMARTdoc bvba. SMARTdoc bvba cannot be held accountable by the client for personal damages, particularly for business or other consequential damages arising from or in relation to the use or inability to use the software, except for intentional and serious errors. The client indemnifies SMARTdoc bvba against all third-party liability.

Art. 11 Confidentiality

SMARTdoc, its staff and subcontractors, receive information about the organization, the products, the members, procedures and processes, at the client, for the execution of their task. This information is only used for the execution of the project subject of this contract. This information is only made available to personnel and subcontractors if it is necessary for the implementation of the project of this contract.

Art. 12 Competition Clause

The parties shall refrain from employing staff of the other party or otherwise use their services, during the term of this contract and for a period of one year after termination of this agreement.

Art. 13 Economic and intellectual rights

The client declares to know that all the economic and intellectual property rights related to the software which needs to be maintained will exclusively belong to SMARTdoc bvba. Because the client knows that spreading the software will seriously damage SMARTdoc bvba, he will take all possible precautions to prevent illegal software distribution. The user is not allowed to make; the software, copies of it, additions to it or the use of the software, available to third parties, for any purpose, regardless of the name used for the software or to forward the software for use.

Art. 14 Waiver

Not claiming a right or not applying a sanction by one of the parties in no way implies a waiver of rights.

Art. 15 Jurisdiction Courts

All disputes arising from this agreement fall within the exclusive jurisdiction of the courts at the location of the applicant. This agreement is governed by Belgian law.

Art. 16 Object of contract

The subject of this agreement is: SMARTdoc including all purchased modules.

5. Warranty additional hardware & software

Fujitsu Scanner: Fujitsu Assurance Program Bronze – extended service agreement – 5 years. Warranty issues need to be handled directly with the manufacturer.

Brother Hardware: Standard Warranty 2 years. Warranty issues need to be handled directly with the manufacturer.

ABBYY OCR software: For technical support you need to contact the manufacturer directly.

 

Last update: January 31, 2017