Terms & conditions

ACADEMIC SOFTWARE GENERAL TERMS AND CONDITION

1. General

Academic Software BV, with registered office at Wolfsakker 5 box A, 9160 Lokeren (Belgium), registered with the Belgian Crossroads Bank for Enterprises under number 0635.738.394 (hereinafter: "Academic Software"), is active as an ICT partner for education. In this context, Academic Software offers an online platform on which digital resources and tools for education are made available and on which the professional user of the platform (hereinafter: the "Client") can, among other things, order licenses to use digital content or other digital services from third parties (hereinafter: the "Software").

Unless otherwise agreed in writing between the parties, these general terms and conditions (hereinafter: "Conditions") apply to every (price) offer and every order confirmation of Academic Software, and to every agreement between Academic Software and the Client. By placing an order for the use of the platform and/or certain Software, the Client declares to agree with the content and applicability of these Conditions, the language in which they are drawn up and acknowledges that the Client has actually taken note of them in advance.

These Conditions do not affect the special terms and conditions as agreed (if any) in a specific agreement with the Client or as a result of a public tender awarded to Academic Software, or any special terms and conditions accepted by Academic Software under this public tender. In the event of any discrepancy or contradiction between the provisions contained in these Conditions and the special terms contained in a specific agreement or accepted by Academic Software under a public tender, the special conditions shall prevail.

Academic Software may change these Conditions at any time and such amended terms and conditions will become effective upon notice of the changes to the Client.

If Academic Software decides not to invoke certain clauses of these Conditions, this shall in no way result in a waiver of this clause or of these Conditions in their entirety, as such waiver must be expressly confirmed in writing.

2. Order and licence terms

Unless otherwise agreed in writing between the parties, all (price) offers from Academic Software are valid for a period of fifteen (15) calendar days, calculated from the date of issuance. All provisions mentioned in an (price) offer from Academic Software only apply on the condition that they are accepted in full by the Client.

An order (i.e., acceptance by the Client of an (price) offer) is valid and binds Academic Software only if Academic Software subsequently confirms this order in writing (via email or otherwise) or executes the order by making the platform and/or Software available.

Prior to placing an order, the Client must verify that the online platform and/or the desired Software and its functionalities are supported by his/her own equipment, computer systems, hardware and/or software. Academic Software is not responsible (and therefore not obliged to refund) if the Client's equipment does not meet the minimum system requirements for the online platform and/or the Software and therefore the online platform and/or the Software cannot be used (fully).

Academic Software acts solely as a commercial intermediary in making the Software available to the Client. Academic Software is therefore not responsible for the proper functioning, content or functionalities of the ordered Software that is placed on the market by the relevant licensor.

After placing the order, Academic Software grants the Client a non-exclusive, non-transferable, non-sublicensable, temporary and revocable license to use the online platform and/or to download and use the applicable Software.

When downloading the Software, the Client must also unreservedly accept and strictly comply with the specific license and user terms and conditions of the respective licensor. Academic Software is not responsible for the content of the specific license and user terms, or the privacy and cookie policies of the respective licensor of the Software. The applicable licensor shall remain the owner of the Software at all times.

Academic Software is entitled to refuse an order, for example if the Client still has outstanding debts towards Academic Software or if the ordered Software can no longer be made available by Academic Software.

3. Price

Unless otherwise agreed in writing between the parties, the order will be invoiced at the prices stated on the (price) offer and/or order confirmation of Academic Software and valid at the time the Client places the order.

The taxes, excise duties and/or levies (including those that would be introduced after the conclusion of the agreement) are entirely at the expense of the Client. Prices are shown in euros.

4. Payment

Unless otherwise agreed in writing between the parties, each invoice is payable without discount within thirty (30) calendar days after receipt of the invoice by the Client.

Academic Software has the right to transfer the invoices and its claims to a specialized factoring company. The Client must pay the invoices in accordance with the (special) provisions stated on the invoice.

In order to be enforceable against Academic Software, any protest of a corresponding invoice must be sent to Academic Software by registered letter, stating the invoice date and invoice number, within eight (8) calendar days after receipt of the invoice. This protest must be substantively motivated by the Client in order to be valid.

If at any time Academic Software has doubts about the Client's creditworthiness, including as a result of acts of judicial enforcement against the Client, in the event of non-payment or late payment of one or more invoices, in the event of judicial reorganisation and/or any other identifiable events that (may) affect Academic Software's confidence in the proper performance of the obligations entered into by the Client, Academic Software expressly reserves the right to suspend access to the online platform, to require prior payment from the Client for orders yet to be fulfilled and/or to request (other) securities or guarantees. If the Client refuses to provide a sufficient solvency guarantee, Academic Software is entitled to dissolve the agreement with the Client at the expense of the Client without prior notice of default, without judicial intervention and without being liable for damages.

5. Late payment

If the invoiced amount has not been paid in full by the Client on the due date of the corresponding invoice:

• The Client will, by law, automatically be charged interest at the statutory rate, as defined by the Law of 2 August 2002, on combating late payment. This interest will accrue from the due date until full payment is received.

• The Client, if payment is not made within eight (8) calendar days after a notice of default, will owe a fixed lump sum compensation of 12% of the total invoice amount, with a minimum of 250,00 EUR. Academic Software reserves the right to claim higher compensation if the actual damages exceed this amount.

• Academic Software is entitled to recover from the Client all its costs for the collection of the outstanding debt.

The aforementioned compensations are calculated on the total price of the relevant invoice, including taxes. In the event of non-payment of an invoice on the due date, any payment deferral granted by Academic Software (if any) will lapse, and all other outstanding claims of Academic Software against the Client will become due and payable by operation of law and without notice of default.

Academic Software reserves the right to suspend any orders in the event of an unpaid invoice on the due date.

6. Defects

Any complaints about defects in conformity or hidden defects must be reported to Academic Software within three (3) calendar days after their discovery. If necessary, Academic Software may contact the licensor of the relevant Software to address the issue. In addition, the Client must (subsequently) bring all claims for defects of conformity or hidden defects, under penalty of forfeiture, within three (3) months of their discovery.

7. Liability

The Client acknowledges that Academic Software has no control over the operation, content and/or functionalities of the Software offered and the Client accepts the use of the Software at its own risk. Without prejudice to any mandatory legal provisions, Academic Software can only be held liable to the extent that it has a right to equivalent compensation for the same amount from the licensor of the Software in question.

In addition, except in the case of fraud or willful misconduct, Academic Software shall in no event be liable for, and shall not be liable to, compensate Client for any intangible, indirect or consequential damages, including, but not limited to, loss of revenue, an increase in overheads, lost opportunities or any claims of third parties.

Except in the case of fraud or willful misconduct, the total liability of Academic Software for each claim for which Academic Software would still be liable is in any case limited to the price paid by the Client to Academic Software for the use of the online platform and the ordered Software (and in case of long-term contracts, the price paid in the year prior to the claim). The limitation and exclusion of liability contained in this article 7 shall also apply in the event of gross negligence on the part of Academic Software.

In the event of the Client's breach of the Licensor's specific license and usage terms, the Client shall indemnify Academic Software against any claim by licensor of the Software or of any other third party.

8. Force majeure

Force majeure is understood to mean any act beyond the control of the parties which they could not reasonably have foreseen or avoided and which renders the fulfilment of their contractual obligations impossible. The following shall be assimilated, inter alia, to situations of force majeure which do not allow a party to fulfil its obligations: acts of authorities, explosion or civil unrest, telecommunications failures (including denial of service attacks and similar unavailability of internet connections), a general or partial strike by its staff or its usual suppliers and transporters, fire, flood, natural disaster, war, terrorism, epidemics, pandemics, roadblocks or blockades or a cut-off of power or gas supply, technical problems with the licensor of the Software, or any other cause beyond the control of Academic Software.

In such circumstances, one party shall inform the other party of the situation of force majeure and of the immediate suspension of the obligations by operation of law and without the right to compensation. If a situation of force majeure lasts longer than a continuous period of six (6) months, each party has the right to dissolve the agreement in writing. In that case, what has already been performed on the basis of the agreement will be settled proportionately.

9. Processing of personal data

The Client acknowledges and agrees that Academic Software may receive, collect and process personal data (such as name, address, email, telephone number, financial information, etc., which may directly or indirectly identify a natural person) of the Client or of other users on the online platform (such as its employees, collaborators, students, etc.).

Academic Software is the data controller with respect to this personal data. When this personal data is processed, Academic Software will comply with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (abbreviated as "General Data Protection Regulation" or "GDPR"), including all applicable legislation implementing it.

The Client can find comprehensive information about the personal data collected by Academic Software, including the reasons for collection, the duration of storage, the Client's rights, and how to exercise them, in Academic Software's Privacy Policy, available at https://portal.academicsoftware.com/privacy-policy.

The Client agrees that the personal data received, may be transferred to third parties, such as, among others, licensors for the provision of digital content or other digital services to the Client.

10. Severability

If one or more of the clauses of the present Conditions are declared null and void (in whole or in part), this nullity shall in no way affect the other clauses of these Conditions (or the part of the relevant clause that is not invalid or unenforceable), nor the agreement in its entirety and the present Conditions will continue to apply with the exception of the null and void, invalid or unenforceable clause or part of a clause. In that case, the parties shall negotiate in good faith to replace the conflicting or unenforceable clause with a legally valid and enforceable clause that is as close as possible to the purpose and intent of the original clause.

11. Applicable law and jurisdiction

The contractual relationship between Academic Software and the Client is exclusively governed by Belgian law.

Any dispute between Academic Software and the Client will be brought exclusively before the courts of Ghent, Dendermonde division.