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Last update: 3 December 2019
The Smartdoc License Agreement explains the contractual relationship between Smartdoc bvba (hereinafter “Smartdoc”,see contact details below)
and on the other hand its client (hereinafter the “Licensee”) and the latter’s users (“users”) for all Smartdoc software delivered by Smartdoc.
The License Agreement includes a Service Contract.
Smartdoc distributes and commercializes document management software (the “Smartdoc software”).
The use of the Smartdoc software is limited to one user or one server account, as per the following (subject to modifications in the future):
The order confirmation to the Licensee exhaustively lists the applicable Smartdoc software.
One Smartdoc Server license is provided to any Licensee, regardless of the number of users.
The user licenses granted by Smartdoc are non-exclusive and non-transferable to third parties
and will be active as soon as Smartdoc has delivered the licenses listed in the order confirmation.
The delivery of the licenses will be considered as completed when the license key is made available to the Licensee and/or the user.
The invoice for the licenses will be issued at the time of the delivery.
The right to use Smartdoc software and the Smartdoc Database Services is limited to the contract time. Smartdoc has the right to prohibit any other use and further exploitation of the Smartdoc software and Smartdoc Database Services by blocking some or all of the functionalities.
Regarding the Smartdoc software 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:
The License Agreement and the associated Service Contract do not include:
This list is illustrative and not limiting. Therefore, in principle Smartdoc will not perform any service or intervention that is not expressly mentioned in the License Agreement and the associated Service Contract.
The Smartdoc software program and all related materials, documentation, manuals in physical form or made available via www.smartdoc.eu are and will at all times remain the property of Smartdoc.
Unless this License Agreement and/or provisions of mandatory law expressly stipulate so, the Smartdoc software programs may not, neither totally nor partially, be reproduced, 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.
The Licensee (including its users) is allowed to copy the setup files as a safety copy in order to protect itself against potential loss.
Smartdoc guarantees the correct functioning of the Smartdoc software and agrees to correct any identifiable and reproducible
errors in the Smartdoc software (except those listed below) within a period of 3 (three) months after the initial installation date.
Smartdoc is not required to make improvements beyond this period. Smartdoc offers no guarantees regarding the suitability of the Smartdoc software for a particular purpose or situation.
The Licensee has the possibility to evaluate this by purchasing a demonstration version or by testing the package at Smartdoc.
In any case Smartdoc cannot be held responsible for indirect damage (such as, without limitation, production losses, lost profits, loss or corruption of data) nor for any damage that exceeds the cost of the license of the Smartdoc software.
Smartdoc cannot vouch for repairing errors caused by:
Adapting data through external programs other than those developed and delivered by Smartdoc.
This list is illustrative and not limiting.
Custom developments, integrations with other applications and changes are subject to a separate agreement.
These projects are never part of the Smartdoc License Agreement with the Licensee.
Smartdoc will only start up these developments, integrations or change requests when an existing License Agreement is in place.
To protect against possible loss of data the Licensee and the users will regularly make a safety copy or backup.
The user will immediately report each error to Smartdoc along with all information needed to reproduce the error.
He will furthermore allow Smartdoc to locate the error on the configuration of the user.
For this purpose, he will make his configuration available at the office of Smartdoc.
If this is not possible, the Licensee will provide Smartdoc access to his office(s). Access should be given during normal business hours.
Shipping and/or travel expenses will be recovered from the 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, the intervention will be billed, even if the Licensee is bound by a Service Contract.
The Licensee (including its users) may not make any changes to the Smartdoc software or files, or instruct a third party to perform these operations.
The Licensee ensures that all instructions given in the online manual by Smartdoc will be respected effectively, by both the Licensee and its users.
In order to protect itself from illegal copying, Smartdoc adds the name and address of the user and/or Licensee to the Smartdoc software program.
For legal entities the official company name and the business location is used.
The Licensee or the user may not change this name and must allow these names to be used on several documents.
Smartdoc reserves the right to adjust the manual, online manual and Smartdoc software programs at any time without prior notice.
The Licensee is responsible for any use of the Smartdoc software on its behalf, including the use made by its users, and its users’ continual compliance of these Terms of Use.
The agreement is governed by Belgian law. In the event of a dispute only the Dutch speaking courts of Brussels are competent.
Service Contract (by default included in Smartdoc software subscriptions)
There is an agreement between Smartdoc and the Licensee to provide maintenance for the Smartdoc software as indicated on the order-form.
The following provisions apply:
This agreement lasts for a minimum duration of 2 (two) years and will be extended by a period of 1 (one) year by the end of the current period (and after each extension), unless terminated, for which a notice period of 4 (four) months before the expiry of the current period applies. The maximum number of extensions is 99 (ninety nine).
The License Agreement and Service Contract start with the delivery of the Smartdoc licenses, after which the billing of the Smartdoc License Agreement will start.
The License Agreement with the included Service Contract is billed annually and upfront.
Both Smartdoc and the Licensee are entitled to end this License Agreement (with the included Service Contract)
by registered letter, with immediate effect and without prior notice, in case of:
Smartdoc may terminate the License Agreement (with the included Service Contract) by registered letter,
with immediate effect and without prior notice, in the following situations:
Smartdoc will provide maintenance on the Smartdoc software by:
Smartdoc is available to Licensees for resolving malfunctions in the standard (consisting of base and modules) and customer-specific Smartdoc software (standard and customer-specific software, hereinafter referred to as “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 (hereinafter referred to as “Priority 1”), a remote repair of the software will commence within 8 (eight) working hours.
If an on-site repair proves to be necessary, a Smartdoc technician will begin the repair as agreed by mutual consent at the latest within 16 (sixteen) working hours.
Repairs of malfunctions that do not reduce the operation of the software in a substantial way (hereinafter referred to as “Priority 2”) will commence within 24 (twenty-four) working hours by Smartdoc.
The services provided under this Service Contract are billable unless they are caused by an error in the Smartdoc software.
Transport costs are billable in any case.
The Licensee may report operating or usage problems through the helpdesk email address helpdesk@smartdoc.eu.
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 Licensee, at a time agreed upon with the Licensee.
The installation costs of these updates are not included in this Service Contract.
Smartdoc makes new versions of the software available to the Licensee, 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.
Smartdoc will – depending on their availability and the approval of Smartdoc– 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.
In the Service Contract, the basic programs and (if present) its modules and client-specific software are included.
A Service Contract 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 Licensee (including its users, if applicable).
The Smartdoc software licenses that a Licensee no longer wishes to use can be deleted from the Service Contract,
with a minimum notice period of 4 (four) months before the end of the contract. In that case, within 2 (two) weeks
after the notice of cancellation, the Licensee must forward the license keys which relate to the notice of cancellation to Smartdoc, so Smartdoc can block them.
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 and other taxes (if applicable) unless stated otherwise.
The Service Contract and subscriptions can be revised by Smartdoc annually at the beginning of the year, in accordance with the following formula:
Whereby:
P = Invoicing amount
Po = Initial base price on the date of signing this agreement
So = Reference salary or reference hourly wage plus social security costs on 31 December of the
year preceding the signing of the agreement in Service provider’s area of activity (average for the
Province of Brabant), as published by Service provider
S = The same salary/hourly wage on 31 December of the year preceding the price revision
The yearly increase or decrease in maintenance cost cannot exceed 5% of the previous maintenance fee.
Any Smartdoc software add-on which is composed out of own development and third party applications such as hosting or cloud services, software related to operating systems or databases can change in price at any moment without any prior notification. Although Smartdoc has always ignored price revision (or “indexation”) in the past for existing service contracts and subscriptions, Smartdoc will use its right to review prices and will do so for each year since the software has been put in use. Smartdoc will respect the maximum annual price increase as indicated above. The mere price increases as mentioned above or the price review 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 price review specified in the agreement, will always be announced at least 4 (four) months before the end of the annual prescription period of the contract. All invoices are payable within 8 (eight) calendar days. In case of non-payment of an invoice on its due date, without prior notice, Smartdoc is entitled to a lump-sum compensation equal to 10% (ten percent) of the unpaid amount (with a minimum of 50 EUR) and to a late payment interest of 10% (ten percent) from the first day after the due date. In addition, Smartdoc is entitled to suspend all further execution of this agreement until full payment of all amounts owed.
The following activities are not covered by the agreement:
Smartdoc can provide the services mentioned above at the Licensee’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.
The Licensee should create a safety copy of his data periodically through its regular backup procedures. If Smartdoc will provide maintenance services or install a new version of the software, the Licensee 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 software program, can these copies be overwritten or destroyed. Smartdoc can make a copy of the data of the edited software at each visit, if that’s what the Licensee desires. The discs and/or tapes remain the property of Smartdoc and are held in its custody. If the software fails, the backup can be installed. The work and costs involved are not covered by this contract. Smartdoc recommends the use of Smartdoc Cloud Backup to assure a correct backup of the Smartdoc database.
Full or partial transfer of the rights and obligations, of either party in this agreement, is only allowed with prior written consent of the other party.
The staff appointed by Smartdoc will, in line with the agreed guidelines, ask for permission to access the Licensee’s and/or its users’ equipment during on-site interventions.
If access is not granted, the transport cost (including the cost of the staff) will be billable.
A: On-site by Smartdoc staff
All activities, in particular services rendered by Smartdoc, are performed during normal business hours, from 9h00 to 17h00 from Monday to Friday, excluding public holidays in Belgium. A supplement of 50% (fifty percent) of the current prices at that time, applies for services on a cost per unit base, which are provided on business days but outside business hours, until 22h00 at the latest. No activities will be performed on weekends nor on public holidays.
B: Access to Smartdoc’s helpdesk
Smartdoc’s helpdesk is available during normal business hours, from 9h00 to 17h00, from Monday to Friday, excluding public holidays in Belgium.
The liability of Smartdoc includes the commitment to provide all reasonable care and use all reasonably required skills in order to carry out the service contract.
Smartdoc only deploys staff with thorough knowledge of the software and with at least 6 months seniority at Smartdoc for the supply, installation and maintenance of the software.
Smartdoc agrees to comply with all fiscal and social laws for employing staff and subcontractors.
The Licensee is safeguarded against all claims by third parties concerning personnel and subcontractors of Smartdoc.
Smartdoc cannot be held accountable by the Licensee for personal damages, particularly for business or other consequential
or indirect damage arising from or in relation to the use or inability to use the software, except for intentional and serious errors.
The client indemnifies Smartdoc against all third-party liability.
In any case, Smartdoc’s total liability under the License Agreement and/or Service Contract is limited to the yearly value of the contract.
Smartdoc, its staff and subcontractors, receive information about the organization, the products, the members, the users,
procedures and processes, at the Licensee, for the execution of its obligations.
This information is used only for the execution of the project subject of this License Agreement and Service Contract.
This information is only made available to personnel and subcontractors if it is necessary for the implementation of the project of this License Agreement and Service Contract.
The parties shall refrain from employing staff of the other party or otherwise use their services, during the term of this License Agreement and Service Contract and for a period of 1 (one) year after termination thereof.
The Licensee declares to know that all the intellectual property rights and knowhow related to the software will exclusively belong to Smartdoc.
Because the Licensee knows that distributing the software will seriously damage Smartdoc, he will take all possible precautions to prevent illegal software distribution.
The Licensee (nor its users) 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.
Not claiming a right or not applying a sanction by one of the parties in no way implies a waiver of rights.
The agreement is governed by Belgian law. In the event of a dispute only the Dutch speaking courts of Brussels are competent.
All warranty for non-Smartdoc hardware & software needs to be directed towards the original manufacturer, in particular:
Smartdoc BV
Schipstraat 2
9550 Herzele
Belgium
Company number: 0893.226.181
VAT : BE 0893.226.181
RPR Gent – Afdeling Oudenaarde
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