Terms and Conditions B2B
TERMS AND CONDITIONS B2B (Organisers/Promotors/Venues/Point of sales)
ARTICLE 1: FIELDS OF APPLICATION
1. Unless expressly exempted in writing, these general conditions shall apply to all contracts and/or Agreements concluded between SHERPA.BE - TICKETMASTER BELGIUM RPM (TVA/BTW BE 0459.784.453 – Buro&Design Center - Esplanade 1 B33 - 1020 Brussels) on the one hand, and the individual or legal entity, hereafter the Co-contractor, on the other.
2. Upon signing the contract and/or Agreement between the parties, the Co-contractor acknowledges having previously read and accepted the general conditions. The application of these general conditions constitutes a determining condition for the consent of SHERPA.BE.
3. The general conditions of the Co-contractor shall not apply if they contravene or run counter to these general conditions, except with the express written acceptance of SHERPA.BE.
4. The use of SHERPA.BE material, programmes, interface, and website(s) and its content automatically implies acceptance of these general conditions.
ARTICLE 2: DEFINITIONS
The individual or legal entity making use of the SHERPA.BE Services and/or Products is considered to be the Co-contractor. The Co-contractor can be the organiser, Theatre or the promoter of an event, as well as a point of sale affiliated with SHERPE.BE.
The Agreement is the contract or agreement concluded between SHERPA.BE and the Co-contractor, of which these general conditions form an integral part.
The Customer is the purchaser of a title entitling to a provision of services for one or several Events.
The main place of residence, located in Belgium, of the individual and/or legal entity subscribing to or receiving SHERPA.BE Services and/or Products is considered to be the Domicile.
The Event is one or several performances of a show that is produced and/or organised by an Organiser/Promoter/Theatre in a determined place.
6. SHERPA.BE Services and/or Products:
The SHERPA.BE Services and/or Products may include:
• The development and/or use of ticketing management, theatre management, subscription management, access and event visitor badging software;
• The development and/or management, whether direct or indirect, of a sales network for titles entitling to a provision of services and related products or services in the leisure industry;
• The management of a call centre, independent points of sale, websites, mobile applications, etc.
• The management on behalf of third parties of all or part of the Business to Customer (B2C) and/or Business to Business (B2B) event titles entitling to a provision of services marketing;
• The provision of a marketing platform to support the marketing of titles entitling to a provision of services for events in the portfolio;
• The management of a customer database;
7. Title entitling to a provision of services Price:
The Title entitling to a provision of services Price is the price per Title entitling to a provision of services (including VAT) that the organiser/promotor/Theatre wishes to collect from the Customer.
TheatreTheatre is the place where one or several events may take place.
9. Booking Fee:
The Price that the Customer is paying when booking the title entitling to a provision of services as a compensation for various providers of services: Sherpa.be (Sherpa Fee), the Theatre (Theater Fee), the Organizer ( Organizer Fee), the Web affiliate (Web affiliate Fee) and the Point of Sale (P.O.S Fee).
ARTICLE 3: FORMATION OF THE AGREEMENT BETWEEN THE PARTIES
1. The SHERPA.BE bid acceptance period is one month. The prices indicated in the bid only apply to the Services and Products explicitly described therein, excluding any other services.
All of the prices are indicated in Euros, excluding VAT. Any increase in VAT or any new tax that may be imposed from the time of the order and the provision of Services and/or delivery of Products shall be the responsibility of the Co-contractor.
2. The Co-contractor recognises having signed a definitive and irrevocable contract from the time that SHERPA.BE receives the Agreement signed by the Co-contractor.
The Agreement is also definitive and irrevocable upon the signing of a sales order by the Co-contractor or receipt of said order by fax, post or e-mail.
3. The Agreement is concluded indefinitely in principle, unless expressly stipulated in the Agreement, defining a specified period or the completion of a specific event.
In the case of an indefinite Agreement, each of the parties may end the contract in accordance with article 11 of these general conditions.
4. Each person who places an order on behalf of the Co-contractor or who creates a billing request for the Co-contractor does so in accordance with article 1120 of the Belgian Civil Code. They shall remain personally responsible for payment in the event that the Co-contractor does not provide payment on time.
ARTICLE 4: RIGHTS AND OBLIGATIONS OF THE CO-CONTRACTOR
1. The Co-contractor commits to supplying all necessary information to SHERPA.BE. The Co-contractor is solely responsible for the accuracy of the information they supply.
2. Under no circumstances shall SHERPA.BE be responsible for any information provided either consciously or unconsciously by the Co-contractor, and for any damage that may ensue from this.
3. The Co-contractor shall reimburse SHERPA.BE for all of the costs relating to damages arising from the incorrect information supplied by the Co-contractor or by a third party working for the Co-contractor.
4. The Co-contractor authorises SHERPA.BE to automatically deactivate access to the SHERPA.BE interface and/or website should SHERPA.BE become aware of a failure to comply with the rules of good conduct laid out in article 7, as well as failure to comply with the rules in article 10 of these general conditions.
5. Upon signing the contract, the Co-contractor acknowledges having read the general conditions and conditions of use of Products, included in the SHERPA.BE applications (such as, for example and without being exhaustive, Facebook, Google talk, Skype, etc.). SHERPA.BE shall not be held responsible for any breach of these general conditions.
ARTICLE 5: TICKETING - TITLES ENTITLING TO A PROVISION OF SERVICES
1. Specific Information - In the case of title entitling to a provision of services sales, it is the responsibility of the organiser/promoter/Theatre to provide SHERPA.BE, on time, with all of the information necessary to launch title entitling to a provision of services sales for the Event, at the latest 10 working days before the launch of sales. This briefing shall include all of the necessary information (such as the media campaign, date, time, place, Event name, Title entitling to a provision of services prices, theatre plan, visuals, press material, discounts, etc.).
This information shall be communicated in writing to the SHERPA.BE project manager, who shall then be responsible for passing this information on to the different SHERPA.BE departments and commercial channels.
Should this information not be received on time, SHERPA.BE shall hold no liability for the quality of services provided to the organiser/promoter/Theatre.
2. Title entitling to a provision of services price and discounts - Titles entitling to a provision of services are placed on sale at the prices specified by the organiser/promoter/Theatre.
The organiser/promoter/Theatre shall commit, in the case of sales carried out by SHERPA.BE and its partners, to booking fees that shall be integrated into the Title entitling to a provision of services price.
The organiser/promoter/Theatre shall refrain from selling these Titles entitling to a provision of services at a lower price than SHERPA.BE through other direct or indirect channels.
When the organiser/promoter/Theatre decides upon temporary or permanent discounts, they shall advise SHERPA.BE immediately in writing, in order for SHERPA.BE to immediately allow its Customers to benefit.
3. Titles entitling to a provision of services - The organiser/promoter/Theatre has approved the pre-printed titles entitling to a provision of services as an official document and recognises that they offer the required guarantees. SHERPA.BE is responsible for the customisation of these standard titles entitling to a provision of services based on the information provided by the organiser/promoter/Theatre.
Before the sales launch, the organiser/promoter/Theatre shall give its approval of the Event title entitling to a provision of services layout and shall sign proof of this.
SHERPA.BE shall on the other hand be responsible for printing the titles entitling to a provision of services based on the layout information received from the Organiser.
When, 5 days after the launch of a sale, the organiser/promoter/Theatre has still not approved the title entitling to a provision of services layout proposed by SHERPA.BE, SHERPA.BE reserves the right to send the titles entitling to a provision of services in accordance with the title entitling to a provision of services layout proposed by SHERPA.BE, while awaiting final confirmation from the organiser/promoter/Theatre.
4. Shipping - The organiser/promoter/Theatre and SHERPA.BE shall decide the title entitling to a provision of services shipping methods, whose costs shall be covered by the Customers, for each event.
In the case of the use of a courier, the cost demanded shall include insurance for the Customer, in the event that the courier misplaces the titles entitling to a provision of services.
In the case of the loss of a registered delivery, the organiser/promoter/Theatre and SHERPA.BE agree that SHERPA.BE shall inform the organiser/promoter/Theatre of all of the complaints brought as a result of this and that SHERPA.BE shall be relieved of responsibility insofar as it has provided proof of the registration.
Until 5 working days before the Event, SHERPA.BE shall be responsible for sending titles entitling to a provision of services to the Customer. Titles entitling to a provision of services purchased and paid for after this date shall no longer be sent, but shall be deposited at the box office on the day of the Event or sent as an E-title entitling to a provision of services.
SHERPA.BE shall only send Titles entitling to a provision of services (including e-Titles entitling to a provision of services) after having received the total order amount in its bank account.
5. Permits and licences - The organiser/promoter/Theatre confirms that they have all of the permits and licences etc., as well as the authorisation to conclude any contract necessary for the organisation and (co)production of the Event and that, where necessary, these shall be provided to SHERPA.BE.
Under no circumstances shall SHERPA.BE be held responsible for:
Any incorrect communication that the Event organiser/promoter/Theatre sends to the media. Regarding the Event's organisation, the sale of titles entitling to a provision of services, the network used, the payment methods used by all temporary points of sale.
Any decision taken by the organiser/promoter/Theatre without the prior consent of the SHERPA.BE management, and which affects the SHERPA.BE network (including temporary points of sale) in terms of its methods of functioning and communicating. Without prejudice to the right to claim damages, the organiser/promoter/Theatre shall commit to assuming their responsibilities towards Customers and the media.
6. Reimbursement capacity - The parties agree that only the organiser/promoter/Theatre is authorised to decide on the reimbursement of printed and paid titles entitling to a provision of services. The point of sale may not carry out any reimbursement.
7. Management of title entitling to a provision of services stocks - SHERPA.BE has designed a standard title entitling to a provision of services that meets the demands of organisers/promoters/Theatres in terms of security and that shall be customised when printed. SHERPA.BE supplies the titles entitling to a provision of services to the Points of sale. The latter must be able, at any time, to justify its stock.
In order to avoid any stockout, the Point of sale shall warn SHERPA.BE at least 10 days in advance in order to obtain a new delivery of blank Titles entitling to a provision of services.
SHERPA.BE reserves the right to not make Points of sale available, only E-titles entitling to a provision of services.
8. Successful printing - For each successful print, the Point of sale shall keep the mailing stub containing the Customer's details, the unique order number, as well as other technical details (printing session, etc.). These stubs shall be kept by the Point of sale for a period of one year.
9. Printing errors - Should the Title entitling to a provision of services printing fail (wrong paper, printer problems, etc.) the Point of sale shall set up a new order and inform Sherpa of the problem. after carrying out a test, Sherpa shall amend the account of the Point of sale in question. The Point of sale is obliged to archive all of the following documents:
- printing errors
- mailing stubs
- Titles entitling to a provision of services marked "specimen"
- cancelled Titles entitling to a provision of services
- exchanged Titles entitling to a provision of services
Based on the user names (logins), SHERPA.BE shall keep all printing attempts as well as the number of Titles entitling to a provision of services that correspond to these printing attempts. SHERPA.BE may at any time request these failed prints for monitoring reasons or upon request of the organisers/promoters/Theatre.
10. Fraud - In the case of fraud observed by SHERPA.BE, the Point of sale shall be held entirely responsible towards SHERPA.BE and the organiser/promoter/Theatre(s) in question.
SHERPA.BE reserves the right to invoice the Point of sale for damages equal to the sum of the fraudulent Order Total.
11. Physical stock - Upon the request of SHERPA.BE and on a date agreed with the points of sale, SHERPA.BE shall take a physical inventory of the number of titles entitling to a provision of services in stock. This must be equal to the number of titles entitling to a provision of services delivered minus the number of titles entitling to a provision of services sold during this period, minus the number of titles entitling to a provision of services remaining, minus the number of titles entitling to a provision of services in the following categories:
- printing errors
- mailing stubs
- titles entitling to a provision of services marked "specimen"
- cancelled titles entitling to a provision of services
- exchanged titles entitling to a provision of services (if applicable)
In the event of a difference, SHERPA.BE reserves the right to bill the Point of sale for damages equivalent to the average Title entitling to a provision of services Price for all of the events sold by the Point of sale for the relevant period for each missing title entitling to a provision of services.
ARTICLE 6: RIGHTS AND OBLIGATIONS OF SHERPA.BE
1. SHERPA.BE commits to making every effort to offer its Co-contractors a high quality of Service. SHERPA.BE reserves the right to extend or restrict the Services supplied to the Co-contractor. It shall inform the Co-contractor of this by e-mail.
2. SHERPA.BE reserves the right to modify the fees currently in force. It shall inform the Co-contractor of this by e-mail. All of the prices mentioned are excluding VAT.
In the event of a fee increase of more than 25%, the Co-contractor may refuse for this new rate to be applied by cancelling their contract within thirty days from the date on which the notification e-mail was sent, by registered letter with delivery receipt.
3. SHERPA.BE reserves the right to modify its general conditions. It shall inform the Co-contractor of this via the website www.SHERPA.BE.
4. SHERPA.BE is entitled to carry out the Services ordered through any collaborator or sub-contractor of its choice, under its common law liability according to Belgian law.
5. SHERPA.BE reserves the right to refuse to honour an order from a Co-contractor who has not fully or partially paid for a previous order or with whom a payment or execution dispute is underway.
6. Any sums that may be owed by SHERPA.BE to the organisers/promoters/Theatre for an Event are paid after the completion of the Event in question. SHERPA.BE reserves the right to transfer or not to transfer deposits to the organisers/promoters/Theatre for an Event. SHERPA.BE is entitled to request a copy of the insurance contract covering any possible event cancellations, as well as proof of payment of the premium.
ARTICLE 7: RULES OF GOOD CONDUCT
1. The Co-contracter shall use the SHERPA.BE Services and Products, its website and interface neither improperly, that is, in a manner undermining the private life of others, nor for illegal purposes that are immoral or against public policy.
2. The Co-contractor commits to not use the Services supplied by SHERPA.BE for the purposes mentioned hereafter, without this list of examples being exhaustive:
• Use of SHERPA.BE contrary to National and International Laws;
• Creation of a false identity or attempt to mislead others through the use of a false identity;
• Use of media supplied by SHERPA.BE for illegal purposes through the publication of content that is obscene, illegal, misleading, vulgar or against public policy;
• Use of SHERPA.BE Services to infringe intellectual property rights or other third party rights, including registered trademarks and copyright;
• Use of SHERPA.BE Services to spread slanderous or negative information about SHERPA.BE and its associated companies as well as about any other person or business;
• Sending material containing Trojan horse, worm or time bomb viruses, or any other programme able to damage the recipient's computer systems;
• Attempting to access the SHERPA.BE service, other SHERPA.BE Co-contrator accounts, or the systems and networks linked to SHERPA.BE without authorisation, through password hacking or any other method;
• Use of SHERPA.BE Services for purposes contrary to penal, civil or public order laws;
3. The Co-contractor commits to use the SHERPA.BE Products and Services as "bonus pater familias".
ARTICLE 8: GUARANTEE
ON EQUIPMENT - Due to the role of SHERPA.BE as an intermediary, the guarantee relating to the products delivered under its responsibility is limited to that agreed by the manufacturer of the products delivered. The responsibility of SHERPA.BE in the context of this guarantee is limited, in any event, to the amount guaranteed by the supplier to SHERPA.BE. As regards this guarantee, the Co-contractor must directly contact the manufacturer or the importer of the merchandise concerned.
ON SOFTWARE - SHERPA.BE may develop custom software. When this has been developed by SHERPA.BE for an inclusive price, SHERPA.BE shall grant "debugging services" for free during the finalisation period (3 months from installation of the software), except in the case of user error by the Co-contractor. Travel and time costs shall remain payable by the Co-contractor.
When charged on a time basis, all Services supplied during the finalisation period (including "debugging services") shall be billed at the time-based rate in force at that time. Debugging is the correction of errors in the correct functioning of the system, taking into account a precise description of the functionalities.
As regards software/databases not developed by SHERPA.BE, the guarantee shall be granted by the software developer or the main supplier.
ON SERVICES - SHERPA.BE shall endeavour in future to respond affirmatively to requests for the provision of Services. The availability of these additional Services is guaranteed provided that is has been expressly stated in an Agreement signed by the two parties for the durations and Services that are explicitly designated therein.
ARTICLE 9: LIMITATION OF LIABILITY
1. SHERPA.BE cannot be held responsible for acts of the Co-contractor that are contrary to the rules of good conduct as described in article 7 and acts contrary to the general conditions of Products, included in the SHERPA.BE application (such as, for example and without being exhaustive, Facebook, Google talk, Skype, etc.).
2. When SHERPA.BE has serious presumptions that the Co-contractor has breached the rules of good conduct (see Article 7), SHERPA.BE shall order them by e-mail, post or SMS, to cease any practice breaching the rules of good conduct of this contract (see Article 7). If the Co-contractor does not cease these practices within 24 hours, SHERPA.BE reserves the right to deactivate all Services ordered. In this case, the Co-contractor may not claim any reimbursement for the contract, nor any compensation.
3. Under no circumstances shall SHERPA.BE be responsible for the content of electronic or other messages sent by the Co-contractor through its Services (website, interface, etc.). Responsibility for the content of messages falls upon the Co-contractor.
4. Under no circumstances may SHERPA.BE be held responsible for hindrances to the Co-contractors regarding intellectual property rights in general (without being exhaustive, registered trademarks, copyright, designs and models, etc.) or the general conditions of products, included in the SHERPA.BE application (such as, for example and without being exhaustive, Facebook, Google talk, Skype, etc.).
5. Under no circumstances may SHERPA.BE and/or its suppliers be held responsible for direct damages, incidents, damages awarded as a penalty, incidental, special or consequential damages, nor any other damage of any nature whatsoever, particularly damages resulting from a loss of use, data or benefits ensuing from or linked to the use or functioning of its Services, delays linked to the use of its Services or the inability to use them, the supply of or failure to supply Services, or damages linked to any information, software, Product, Service and related graphic element obtained through its Services or resulting from their use, whether this responsibility is contractual or not.
6. The information, Products and Services found on the www.SHERPA.be website and the SHERPA.BE interface may contain slight technical or typing errors. This information is periodically subject to modification.
SHERPA.BE and/or its suppliers may therefore make improvements and/or modifications to the site. SHERPA.BE and its suppliers may not be held responsible for poor functioning, interruptions or even errors in the electronic publishing and other Services.
7. The Co-contractor is required to protect SHERPA.BE from any action emanating from a third party regarding the use of the Services supplied by SHERPA.BE. This guarantee in particular implies that the Co-contractor shall assist SHERPA.BE in its defence and shall fully compensate SHERPA.BE for any resulting damages to SHERPA.BE from such a complaint (in particular legal fees, possible compensation, etc.).
8. The parties expressly agree that under no circumstances shall the responsibility of SHERPA.BE be higher than the commission paid to SHERPA.BE by the Co-contractor for the Products and/or Services that are the subject of the compensation claim.
ARTICLE 10: PAYMENT AND METHODS OF PAYMENT
1. All invoices must be paid on their due date. Any invoice unpaid by its due date shall be subject, by rights and without prior formal notice, to contractual interest at the rate of 12% on an annual basis and for the unpaid sum until the payment is settled. For the surplus, fixed compensation of 15% shall also be required by rights and without prior formal notice on the main unpaid sum, with a minimum of €100.00, for the extrajudicial recovery costs and any other contractual fees incurred by SHERPA.BE. The Co-contractor accepts, for the surplus, to be expressly liable for compensation in accordance with article 6 of the law of 2 August 2002 relating to late payments in commercial transactions, for the judicial recovery fees that SHERPA.BE pays, "among others bailiff, legal and expenses fees, ...".
2. In addition, in the event of the non-payment of the SHERPA.BE invoice, and following written reminders for the payment to be made within the stated time limit, the Product/Service(s) may be deactivated by SHERPA.BE and therefore become unavailable. The Co-contractor has the possibility, subject to payment of the unpaid invoices and late fees, to request reactivation of the SHERPA.BE Services(s).
3. Administrative, technical or other fees linked to a late payment and/or the deactivation of a Product or Services are entirely the responsibility of the Co-contractor.
4. Any claim relating to an invoice should be transferred at the latest eight calendar days after its receipt, by e-mail sent to the SHERPA.BE - TICKETMASTER BELGIUM RPM – Buro&Design Center - Esplanade 1 B33 - 1020 Brussels address, and confirmed on the same day by post sent to the SHERPA.BE headquarters. Should the Co-contractor fail to comply with these deadline conditions and methods, they shall no longer be able to contest this invoice.
5. Aside from the grounds for interruption stated in articles 2244 and 2248 of the Civil Code, the prescription of the claim arising from the contract/Agreement between the parties and stated in the SHERPA.BE invoice shall also be interrupted by any formal notice sent by registered letter to the recipient of the invoice or their representative. The claim shall be interrupted from the day on which the registered letter is received by post.
6. The parties explicitly accept, in accordance with article 1289 of the Civil Code, that where necessary they shall compensate the debts owed on either side up to the amount of the lesser debt.
7. SHERPA.BE reserves the right to send its invoices to a factoring company, which the Co-contractor accepts.
ARTICLE 11: BREACH OF CONTRACT
1. The Co-contractor may terminate the indefinite Agreement by written notice sent by registered letter to SHERPA.BE - TICKETMASTER BELGIUM RPM – Buro&Design Center - Esplanade 1 B33 - 1020 Brussels subject to 6 months' notice and with a minimum Agreement time of one year.
2. SHERPA.BE may terminate the Agreement by written notice sent to the Co-contractor by registered letter, subject to 2 months' notice.
3. If the Co-contractor does not respect these general conditions and/or the provisions of the Agreement, SHERPA.BE may terminate the Agreement prematurely and with immediate effect, by written notice sent by registered letter to the Co-contractor.
4. The contract shall be deemed to be breached in the case of the death of the Co-contractor, or during the opening of any insolvency proceedings (judicial reorganisation, bankruptcy, etc.) or the dissolution of the Co-contractor/legal entity.
ARTICLE 12: CANCELLATIONS, POSTPONEMENT
1. The organiser/promoter/Theatre is responsible for the availability of places that will be sold through SHERPA.BE. When the organiser/promoter/Theatre is not able to supply SHERPA.BE with the Titles entitling to a provision of services that SHERPA.BE has sold to its Customers, the organiser/promoter/Theatre shall assume full responsibility towards Customers and any other third party.
The organiser/promoter/Theatre shall also be responsible for compensating SHERPA.BE for all of the fees and costs relating to said Sales.
2. In the case of postponement or cancellation of one or several performances of the Event, the organiser/promoter/Theatre shall be responsible for taking all necessary steps for compensating the Customers who have bought their Titles entitling to a provision of services through SHERPA.BE, as well as organising communication with Customers in order to be able to reimburse them for their titles entitling to a provision of services.
Any possible claim on the part of Customers concerning this postponement or cancellation shall be transferred by SHERPA.BE to the organiser/promoter/Theatre, who will deal with them. For the reimbursement of any damage whatsoever for the aforementioned postponement or cancellation, the Customer shall contact the organiser/promoter/Theatre only. The organiser/promoter/Theatre shall protect SHERPA.BE from any possible damages following such claims on the part of Customers who contact SHERPA.BE for this reason.
3. If SHERPA.BE has to take steps (as an example and not limited to: telephone contact, printing and sending of new titles entitling to a provision of services, reimbursement, etc.) on behalf of the organiser/promoter/Theatre, SHERPA.BE shall first submit a budget for this task for approval by the Co-contractor.
In the case of reimbursement and whoever the service provider, the organiser/promoter/Theatre shall commit to reimbursing the SHERPA.BE Customer for the Order Total.
4. The organiser/promoter/Theatre shall protect SHERPA.BE from any action on the part of Customers or other third parties in the event of a cancellation or postponement of the Event.
Under no circumstances shall SHERPA.BE be held responsible for the cancellation of the Event following a production problem of any nature whatsoever, nor for the cancellation of the Event following bad weather.
ARTICLE 13: CONFIDENTIALITY AND PRIVATE LIFE
1. SHERPA.BE shall handle personal details within the limits described below and in compliance with the law of 8 December 1992, relating to the protection of private life in the handling of personal details, and with its royal order of 13 February 2001. For this reason, it is responsible for handling, except where particular rules in these general conditions assert otherwise.
2. The Co-contractor has, among others, the right to access and amend data.
3. Except in the case of legal obligation, no personal details relating to the Co-contractor shall be transferred to a third party in accordance with the law of 8 December 1992, relating to the protection of private life in the handling of personal details, and with its royal order of 13 February 2001 without consent, including for marketing purposes.
4. The law of 8 December 1992, relating to the protection of private life in the handling of personal details, and its royal order of 13 February 2001, shall apply.
ARTICLE 14: INTELLECTUAL PROPERTY
1. All intellectual property rights for the programmes, Products and Services provided by SHERPA.BE belong to SHERPA.BE. The Co-contractor only obtains a personal and non-transferable right to use.
The Co-contractor shall only use the programme for internal purposes and shall not in any way, directly or indirectly, free of charge or for a fee, make the software available to a third party.
The Co-contractor is forbidden from copying the programme. The Co-contractor is forbidden from translating, modifying or adapting the software without the prior written agreement of SHERPA.BE. In the case of breach of contract, the Co-contractor shall no longer hold any right of use for the programmes, Products and Services provided by SHERPA.BE.
2. The parties agree that trade names, trademarks, domain names, logos, signs, copyright, and trade secrets linked to the SHERPA.BE name, as well as all other intellectual property rights, are the exclusive property of the Party to whose name they are registered and that they shall take no steps that would be likely to disrupt the full use of this by the Party.
3. Any partial or complete reproduction of these logos, trademarks, photos, models, etc., whatever the medium, for commercial, associative or voluntary purposes is forbidden without the written consent of SHERPA.BE or the holders of these trademarks or rights related to these graphic representations.
ARTICLE 15: FORCE MAJEURE
1. Neither the Co-contractor nor SHERPA.BE shall be responsible for the non-execution or a delay in the execution of the obligations arising from this contract following the occurrence of a case of force majeure as recognised legally, such as, in particular and without being exhaustive, flooding, storms, a lack of products, transport strikes, partial or total strikes, lockouts, or a breakdown in the IT system due to external reasons. The following are not considered cases of force majeure: financial inability of the Co-contractor to pay all of the costs relating to the SHERPA.BE services.
2. The party affected by such events must inform the other party of the occurrence of this event as soon as possible.
3. The parties agree that they must, as soon as possible, jointly determine the methods of executing the contract/Agreement during the duration of the case of force majeure.
ARTICLE 16: FINAL CLAUSES
1. These general conditions may contain deletions and shall take precedence over the general conditions of the Co-contractor. These general conditions and the Agreement signed between the parties form a contractual framework and constitute the entirety of the contractual relations performed between the parties.
2. Partial invalidity - In the event that certain provisions of these general conditions or the Agreement are considered invalid, the parties commit to replacing the invalid or non-binding clause with a clause that represents the common interests of the parties.
3. Delivery time - Delivery times are always provided for information only. SHERPA.BE will make every effort to adhere to them.
4. Waiver - The full observation of any provision whatsoever in the Agreement between the parties or these general conditions not being required does not imply any waiver of the rights stated in the provision in question.
Any waiver of any provision whatsoever in the Agreement and/or the general conditions shall only be valid when communicated in writing in accordance with the provisions of the Agreement and the general conditions.
No waiver of a specific provision in the Agreement and/or the general conditions may be read as being a waiver of any other provision whatsoever, nor interpreted as a permanent waiver, unless this is explicitly stated as such.
5. Transfer - The Agreement between the parties and the general conditions are binding and apply to the successors of the Parties, but they may be transferred without the prior written agreement of SHERPA.BE.
6. Notifications and denunciations - Any notification or denunciation that is necessary or is to be given on behalf of the Agreement between the parties shall be made in writing and shall be deemed proper and valid when it is sent by registered letter, addressed as stated at the start of this Agreement.
Changes of address shall be communicated to the other Party in accordance with this condition.
Any denunciation or other communication shall be deemed to have been received, in the case of a registered letter, on the date stated on the delivery receipt received by the sender.
ARTICLE 17: APPLICABLE LAW - COMPETENT COURT
This contract, and any order, acceptance or contract arising from it, is governed by Belgian law.
Any dispute relating to this contract, its interpretation or execution shall, in the absence of an amicable settlement, be subject to the exclusive jurisdiction of the courts and tribunals of Brussels.