These general terms and conditions determine the rights and obligations of EasyOrder BVBA and the Client with regards to the sale of one or more EasyOrder (EO) licences with the related options, payment applications and services as selected. An EO licence consists of holding one’s own digital ordering environment (the EO Client apps) within the EasyOrder Store apps, available on two platforms -iOS and Android- (the EO-Store apps) and the associated minisite with webshop (the EO webshop) with which the customer of the Client can order the services or products of the Client, and a Backend application. The Client can use the EO Backend application to include his personal data within the EO apps and the EO webshop, refer to certain reports and follow up orders from his customers. 4 types of account are offered, each with its own particular characteristics. We distinguish between the following accounts: Free, Basic, Pro and Custom. Here, the Free account represents a Free-of-charge Trial period in which the functionalities of the Basic account are included, although no support is offered for this account, and the number of SKUs is limited to 50. The Free-of-charge Trial period is limited in time to a maximum of 30 days. After this, the Client must register for another type of account (Basic, Pro or Custom) in order to use the services EasyOrder BVBA. To activate a Basic or Pro account, the Client must create an account via the EasyOrder website. In order to activate a Custom account, the Client needs to fill out and sign a separate order form. As an option, in addition to making available the EO Client apps within the EO Store apps, subject to the tariffs stipulated in the Appendix to the order form , the Client may also opt for placing the EO Client apps on the two platforms stated (iOS and Android). Consequently, this option is only possible if the Client subscribes to a Custom account under the conditions applying to it.
1.1 Free-of-charge Trial period for EasyOrder - Free account.
The Client may make use of the EasyOrder services for a Free-of-charge Trial period under the conditions described in the present section 1.1.
(a) Not eligible: Clients who are already registered for a Basic, Pro or Custom account with EasyOrder.
(b) During the Free-of-charge Trial period:
(i) The Client will be asked to provide correct invoicing details. However, during the Free-of-charge Trial period the Client will not be invoiced, and section 9 is not applicable.
(ii) During the Free-of-charge Trial period, the Client can terminate the agreement without charge. If the Client fails to do so, this agreement comes into force for the period determined in this agreement, and subject to the termination methods discussed in section 13.
(iii) The Client accepts the supplementary general conditions for the Free-of-charge Trial period with EasyOrder.
(c) End of the Free-of-charge Trial period.
(i) If the Client has provided the correct invoicing details, he will get access allowing him to use the services discussed in the present agreement. Access to and use of the services after the end of the Free-of- charge Trial period are subject to the present general terms and conditions, including section 9 (Direct debit and payment).
(ii) If the Client has not provided valid invoicing details during the Free-of-charge Trial period and the Client has not placed an order for registering into a Basic, Pro or Custom account, the Client’s account will be suspended at the end of the Free-of-charge Trial period. After this period, the Client can, within a limited period of 30 days, still provide valid invoicing details so that he can confirm his order for a Basic, Pro or Custom account.
(iii) If the Client does not provide valid invoicing details nor sign an order form for a Custom account within the limited period of 30 days after the end of the Free-of-charge Trial period, as described in subsection (ii) above, EasyOrder BVBA shall be entitled, without any further notification, to remove the suspended account of the Client after a further period of 30 days, and the present agreement, together with the supplementary general conditions for the EasyOrder Free-of-charge Trial period, will automatically lapse.
II ENTRY INTO FORCE OF THE CONTRACT
The present agreement enters into force immediately unless EasyOrder BVBA explicitly rejects it within one month of this agreement being entered into. A rejection gives no right to any compensation, and this is acknowledged with practical effect by the Client. The present general terms and conditions replace any conditions which may possibly have previously been employed by EasyOrder BVBA. Under no circumstances can EasyOrder BVBA be held to the present agreement where it contains an obvious omission or clerical error. Furthermore, EasyOrder BVBA cannot, under any circumstances, be held to any modifications made by the Client with respect to the standard offer made in this agreement. The present EasyOrder licence/service provision agreement between the Client and EasyOrder BVBA (the service provider) and its general terms and conditions discussed below shall apply from the date on which you (i) click on the button through which the agreement is confirmed under the present general terms and conditions, or (ii) sign the order form in the case of a Custom account. If you accept the present terms and conditions in the name of the Client, you confirm and warrant that: (i) you are fully authorised to commit the Client to the present agreement; (ii) you have read and approved this agreement and the applicable general terms and conditions; and (iii) are in agreement with the present terms and conditions in the name of the Client. If you are not authorised to commit the Client to the present agreement, then do not click on the button confirming that you are in agreement with the present general terms and conditions.
This agreement is concluded between the Client and EasyOrder BVBA, having its registered office in Ikaroslaan 24, B-1930 Zaventem. VAT No.: 0655.723.562, Register of Legal Entities, Brussels.
IV SPECIAL CONDITIONS
The Special Conditions may deviate from the General Terms and Conditions. The agreement, supplemented by the General Terms and Conditions and, where applicable (i) the Special Conditions, (ii) the order form, and (iii) the supplement to the EasyOrder licence/service agreement form the entirety of the agreement that is concluded between the Client and EasyOrder BVBA.
1. ENTRY INTO FORCE AND DURATION OF THE AGREEMENT
In the case of a Custom account: The EO Licence/Service Provision agreement is concluded for an irrevocable period of 60 months. The invoicing and start of the present agreement commence for a fixed period of 60 months, on the first calendar day of the month following the entry into force of the agreement between the parties, and the Client is given access to the EO-Backend application. If the Client decides, for whatever reason, to reject the implementation, or fails to deliver the Personalisation material, EasyOrder BVBA shall be entitled to an irrevocable lump-sum fee of 750 € (free of VAT) and the licence for the use of the software will be immediately terminated to the prejudice of the Client. The invoices of EasyOrder BVBA are payable on cash terms. Unless the Client notifies EasyOrder BVBA in good time by means of a registered letter that he does not wish to extend or renew the agreement, at latest 6 months before the end of the original term, this agreement shall be lengthened for an additional period of 12 months under the same terms and conditions as the present agreement.
In the case of a Basic or Pro account: the EO Licence/service provision agreement will be concluded for a period of 1 month. The invoicing and start of this agreement commences from the date when this agreement is concluded and the Client is provided with access to the EO Backend application. If the Client fails to pay an invoice on time within the payment period of 30 days, EasyOrder BVBA shall have the right to suspend the Client’s account. If 60 days after the issue of the invoice EasyOrder BVBA has not received payment from the Client, EasyOrder BVBA shall be entitled to annul the Client’s account and to remove the data from it.
Access to the EO Backend application will be created for the four types of accounts through an account, the sole marker for which is the email address. The Client can sign in to the EO Backend application for his account by entering his email address and personal password. The Client needs to transfer the following details to EasyOrder BVBA: logos, house colours, details of his business (hereinafter collectively referred to as “Personalisation material”). These elements are necessary for the initial setup of the Client EO backend environment. The non-delivery or refusal of delivery for these details will be regarded as a unilateral termination of the agreement. Once the Personalisation material is acknowledged, EasyOrder BVBA will carry out the setup and provide the Client with access to the EO backend by sending him an account confirmation to the email address provided by the Client. This account confirmation must be confirmed by the Client.
2. CHANGES TO THE CONDITIONS OF THE AGREEMENT
EasyOrder BVBA reserves the right to change the conditions of the present agreement and undertakes to inform the Client thereof, using all appropriate means. The information will be provided at least 2 months before entry into force, in the case of General or Special Terms and Conditions, and a minimum of 15 calendar days in advance, in the case of a price increase. From time to time all the financial conditions of this agreement may be indexed as of 1 April, without prior notice, in accordance with the following formula: New amount = Old amount x (0.2+0.8 x (New index/Initial index)). The “Old” amount is the amount applicable during the year prior to the year in which the indexation is carried out; the “Initial index” is the index published by Agoria “reference wage (national average)” for the month of October for the latest year prior to the year in which the “old amount” was applicable.
3. FURTHER SETUP ACTIVITIES AFTER ENTRY INTO FORCE
3.1 Once the client has gained access to the EO backend, a start can be made with uploading the product groups and products with their respective photos, descriptions and prices. In addition, the Client must complete all the settings in order to determine the ways in which his own customers will be able to order particular products described in the offer, in accordance with the wishes of the Client. The Client must carry out this activity for setup in accordance with the manual/guidance provided, and can request the helpdesk of EasyOrder BVBA to clarify minor uncertainties. The EasyOrder BVBA helpdesk can be reached via email at the following email address: support@EasyOrderapp.com in three different languages: Dutch, French and English. Under no circumstances can EasyOrder BVBA be held responsible for difficulties in carrying out the setup task. For a Custom account, the Client can make a request to EasyOrder BVBA to receive help in the consulting mode for assistance with these tasks and/or for taking over part of such tasks from the Client after the Client has delivered the contents. This will take place in accordance with the prices included on the order form. Such consulting activities must be included in a plan by EasyOrder BVBA, and cannot in any way be used to contest the time of entry into force of the agreement.
3.2 After the Client has completed the settings in the EO Backend, the creation of a test EO Client app/ EO webshop can be requested via the EO Backend application. EasyOrder BVBA will endeavour to make available this test EO Client app and EO webshop within 10 days from the request, after the internal acceptance tests. The version made available can be employed by downloading the test version of the EO Store-app. The procedure to be followed for downloading this test app on the selected device (Apple iOS or Android) will be notified to the Client via the email address supplied by the Client. The EO webshop which, at the wish of the Client, can be located on an EO minisite or on his own domain, will then be immediately available for test. In addition, this minisite with the webshop is always included in the EasyOrder Store web page, and EasyOrder BVBA shall be entitled to make a reference to this minisite in its EasyOrder Store web page (https://storev4.EasyOrderapp.com/firms). Client testing is an activity that can be carried out at the discretion of the Client himself. Any problems/questions can be presented to the helpdesk, or the Client can apply again to EasyOrder BVBA to support him in the consulting mode during the Client test, subject to the conditions given in the order form. In the case of a Custom account, where the Client has elected to choose a PSP payment plug-in as option, then whether or not this PSP plug-in can be used depends on the acceptance of the present-side agreement by the service provider for the PSP and the payment service. EasyOrder BVBA cannot be held liable if this option cannot be used or cannot be used on time, since the ability to use this option is entirely dependent on the approval from the relevant third parties that offer the services, who are the providers of the PSP and payment services for the payment application(s) chosen by the Client.
3.3 After the Client has completed his testing, the delivery of the EO Client apps can be requested (as part of the EO Store-apps). EasyOrder BVBA will endeavour to place these EO apps onto the different EasyOrder Store apps within 5 working days after request. In the case of a ‘Solo app’, EasyOrder BVBA will endeavour to transfer these apps within 10 working days after request to the different app stores (iOS and Android) where they will be released by the stores concerned.
3.4 In the case of a Custom account: if the Client, for whatever reason, no longer wishes to carry out further setup activities so that the (test) EO Client app or EO webshop cannot be converted to live, EasyOrder BVBA will regard this as a unilateral cancellation of the agreement and is entitled to an irrevocable lump-sum compensation of 750 € (exclusive of VAT) with immediate stoppage of the software licence and the user rights.
4.1 The Client will provide EasyOrder BVBA with his logo and brand/trade name and company colours (“Personalisation material”) via the EO Backend application in order to personalise, the EO Client apps, the EO webshop and the EO Backen on a single occasion, i.e. so that the respective apps and minisite, as well as the webshop to a certain extent will get the look and feel of the Client.
4.2 The Client recognises that the personalisation of the EO Client apps and the EO webshop is subject to technical and budgetary limitations, so that the processing of the apps and the webshop is standardised. However much EasyOrder BVBA strives to fulfil the wishes of the Client, a complete personalisation is never possible.
If the Client has wishes which, in accordance with the reasonable judgement EasyOrder BVBA, would, with respect to quantity or complexity, exceed the standard personalisation, or if the Client wishes EasyOrder BVBA to adapt the previously-implemented personalisation during the course of this agreement, then the Client must sign an order form for a Custom account, and EasyOrder BVBA will provide the Client with a feasibility study and a price estimate on the basis of the price tariffs stated in the Custom account order form. However, EasyOrder BVBA is not obliged to carry out any personalisation requested by the Client.
The Client grants to EasyOrder BVBA a non-exclusive licence to all the Personalisation material. Under this licence, EasyOrder BVBA will have the right to reproduce, use and adapt the Personalisation material as required so that the Client and his customers can use the EO Store apps with the EO Client apps and the EO webshop. In this context, however, the licence will be limited to what is required under the present agreement.
5.1 The Client acknowledges that he has been adequately informed by EasyOrder BVBA concerning the operation and use of the EO Store apps with the associated EO Client apps, the EO webshop and the EO Backend.
5.2 The Client will use the EO Client apps, the EO website and the EO Backend in accordance with the rights, obligations and limitations set out in this agreement. With respect to the EO Client apps, the EO webshop and the EO Backend, the Client shall not (and shall ensure that his employees and the users do not):
• licence, sub-licence, sell, hire out, transfer, allocate, distribute, or time-share to/or with third parties or commercially exploit them in any other way;
• use them in order to send “spam” or other unsolicited commercial mail that is in violation with the law;
• use them to send or save unlawful, obscene, threatening, harmful or otherwise inappropriate material;
• use them to interfer with the performance of the EO store apps, the EO Backend , or the data stored therein; or
• use them in order to try to obtain unauthorised access to other EO Client apps or websites of EasyOrder BVBA or to systems or networks of EasyOrder BVBA that are linked to them.
6.1 The EO Client apps and the EO webshop work on the basis of categories, descriptions and prices for articles, contact details and general information on the Client, etc., that are provided (uploaded) by the Client via the management module (the “EO Backend”) which is made available by EasyOrder BVBA. Such content is hereinafter referred to as the “Stored Data”.
6.2 The Client is himself responsible for the Stored Data, and guarantees that this does not infringe against any legal provision or industrial standard. EasyOrder BVBA has no obligation at all to verify or monitor the Stored Data. However, if EasyOrder BVBA discovers that the Stored Data (or part thereof) may be illegal, then EasyOrder BVBA has the right to remove the Stored Data and/or to suspend the Service.
6.3 The Client shall protect the confidentiality of all the EO Backend user names and passwords. The Client shall inform EasyOrder BVBA immediately if a user name or password gets lost or becomes known in some other manner. The Client shall be responsible and liable for any use of the user names and passwords, irrespective of whether such use was permitted by the Client.
6.4 EasyOrder BVBA has the right to suspend the EO Store apps and the (access to) EO Client apps, the EO webshop (minisite) and the EO Backend, without the intervention of a court, if EasyOrder BVBA has reason to believe that:
• the EO Client apps, the EO webshop or the EO Backend are being used in violation of this agreement;
• an internal or external attack on the IT systems of EasyOrder BVBA is taking place;
• EasyOrder BVBA is legally obliged to suspend the provision of the Service; or
• some other situation has arisen for which EasyOrder BVBA reasonably considers that the suspension of the EO Store apps, the EO Client apps, the EO webshop and/or the EO Backend is necessary in order to protect the IT systems or the Clients of EasyOrder BVBA.
EasyOrder BVBA shall make commercially reasonable efforts in order to inform the Client of such suspensions in advance, unless EasyOrder BVBA – in its commercially reasonable judgement – considers that an immediate or rapid suspension is necessary in order to protect EasyOrder BVBA or its other Clients against an imminent and significant operational or security risk.
6.5 EasyOrder BVBA has at all times the right to move its service and networks to other locations or data centres, within or outside the EU. EasyOrder BVBA shall make every reasonable effort , to ensure that the impact of such relocation on the Client or his customers is limited.
6.6 EasyOrder BVBA shall make reasonable efforts, in line with industrial standards, to protect the Stored Data from accidental or unauthorised destruction, accidental loss, change, unauthorised publication or unauthorised access.
7. TECHNICAL SUPPORT
7.1 The Back office is available 24/7 for the Client by means of a personal login and password.
7.2 If the Back office will not be reachable during a pre-planned period, the Client will be informed of this in advance. Unannounced interruptions can naturally occur at any time when this is necessary, but these will naturally be kept to a minimum.
7.3 Support regarding technical questions must be carried out via email, using the following email address:
support@EasyOrderapp.com. With respect to Clients who have opened a Free account, EasyOrder BVBA shall not be obliged to provide technical support until such Clients have switched to another type of account: Basic, Pro of Custom.
EasyOrder BVBA commits to using its best endeavours to answering a technical question within 5 working days after it is asked. Any required interventions will always be remote, i.e. by telephone or email.
7.4 Outside the above-mentioned working times, and in cases of extreme urgency, EasyOrder BVBA may carry out a remote intervention in accordance with the tariffs and conditions applicable at the time. These tariffs can be obtained from EasyOrder BVBA on request. Such request can be made via email at the following email address: email@example.com.
7.5 Any problems arising in the use of the EO applications will be resolved to the best of our ability, and if necessary, via the new release of one or more of the EO Store apps. Under no circumstances shall this entitle the Client to discontinue the payment for services and/or the agreement, nor to terminate them.
7.6 The Client is obliged to co-operate in the actions that are necessary for resolving the reported problem. Costs of third parties resulting from this will not be reimbursed by EasyOrder BVBA. The helpdesk will not answer questions from customers of the Client.
7.7 EasyOrder BVBA reserves the right to refuse assistance if the Client has overdue invoices.
8. INTELLECTUAL PROPERTY & PRIVACY
8.1 The different elements of the EO Store apps, EO Client apps, EO webshop and EO Backend supplied shall remain the property of EasyOrder BVBA.
8.2 The Client is the owner of all the logos, marks, brands, signs and images that he submits to EasyOrder BVBA, and grants permission to EasyOrder BVBA to copy, process and/or otherwise use them within the context of this agreement. The Client declares that the logos, marks, signs and images or any content that he places on the EO Client apps or EO webshop do not infringe the rights of any third parties. EasyOrder BVBA reserves the right to reject or refuse such files, based on parameters such as quality or other characteristics.
8.3 The intellectual property rights for any logos developed on behalf of the Client will be transferred to the Client as soon as the invoice is paid.
8.4 EasyOrder BVBA may use the name, the logo and the photos of the Client in promotional and publicity material.
8.5 The Client respects the applicable legislation concerning privacy when processing the personal details from the EO Store apps, the EO Client apps and the EO webshop, and indemnifies EasyOrder BVBA against any possible fault or liability in this regard.
8.6 Any images made available to the Client by EasyOrder BVBA remain the property of EasyOrder BVBA. The Client may only use these within the EO Client apps, EO website or EO Backend itself.
8.7 The Client does not have any right to obtain the source code of the EO Store apps, the EO Client apps, the EO website or the EO Backend. This remains the exclusive property of EasyOrder BVBA.
9. DIRECT DEBIT AND PAYMENT
9.1 The invoices of EasyOrder BVBA can be paid via direct debit. All invoices are payable on cash terms. In the case of a Basic or Pro account: if the Client fails to pay an invoice on time within the payment period of 30 days, EasyOrder BVBA shall have the right to suspend the Client’s account. This means: to suspend EasyOrder’s contractual obligations immediately and without any compensation, whether in whole or in part, until all the amounts due have been paid. If 60 days after the issuing of the invoice, EasyOrder BVBA has not received payment from the Client, EasyOrder BVBA shall be entitled to destroy Client’s account and to delete its data. In the case of a Custom account: if the Client does not pay, cancels his direct debit, or if the latter is revoked or denied, or in the event of a total or partial withholding of payment by the Client, EasyOrder BVBA is entitled, without prejudice to any other legal or contractual redress, to suspend the implementation of its contractual obligations immediately and without compensation, whether totally or partially until all the amounts owed are paid.
9.2 All amounts that are owed as a result of the agreement must be paid monthly in advance. Interim periods or other costs/interventions will be invoiced and collected independently. The monies for interim periods will always be invoiced for a full calendar month.
9.3 In the event of a Custom account: the price for all monetary amounts stated in the present agreement, including the remuneration for technical support and all the amounts owed under the contract, is the price including a reduction of 2 € if the invoice is paid via direct debit.
9.4 Failure to pay or a delay in payment of all or part of an invoice will cause, by operation of the law and without any prior notice of default:
• The immediate falling due of payment for all invoices, even if not yet actually due;
• An increase of 10% of the amount owed by way of a fixed rate compensation, which shall not be less than 25 € (excluding VAT);
• The immediate liability to a legal delay interest of 10% per annum.
9.5 In the case of a Custom account: if the Client does not pay the amounts owed on time, then EasyOrder BVBA can terminate the agreement by law, to the disadvantage of the Client. This termination will take place without prejudice to payment of the amounts still owed by the Client. If in addition, the termination occurs within the minimum duration of the agreement, then EasyOrder BVBA shall be entitled to charge a severance payment for the premature termination of the agreement. The severance payment is set at a fixed and irrevocable fee of 750 € (excluding VAT).
9.6 Payments from the Client to EasyOrder BVBA will always be counted as applying to the settlement of the longest outstanding debt, even if the Client states otherwise with the payment.
9.7 In the case of a Custom account: during each quarter, interim reminders will be issued, respectively 20, 40 and 60 days after the beginning of the quarter. If on the date of the second reminder there are still unpaid invoices, an administrative surcharge of 15 € (exclusive of VAT) will be applied. If, at the time of the third reminder, there are still invoices outstanding, an additional increase of 35 € (exclusive of VAT) will be applied. These amounts will be invoiced at the time of the issue of the next following quarterly invoice.
10.1 EasyOrder BVBA shall deliver the Service in a professional manner, and shall ensure that the EO Store apps, the EO Client apps, the EO webshop and the EO Backend function substantially in accordance with their specifications. However, the Client recognises that any software can contain errors, and that small deviations from specifications are likely.
10.2 EasyOrder BVBA is not liable for any damage relating to mistaken or incorrect information provided by the Client, for any damage caused by network disturbances or interruptions and/or for any content that is placed by the Client on the EO Client apps, EO webshop and EO Backend. EasyOrder BVBA is not liable for indirect damage, such as but not limited to, changes to or loss of information or files, loss of turnover, profit or image of the Client. The total liability of EasyOrder BVBA for any damage is in any case limited to the annual subscription price.
10.3 EasyOrder BVBA shall take reasonable efforts to make the EO Store apps, EO Client apps, the EO webshop and the EO Backend as available as possible. EasyOrder BVBA cannot guarantee that the services will function at all times without limitations or interference, partly because of necessary maintenance, the dependence on the services and products of its suppliers, Internet and/or other telecommunications facilities and/or of [charge card] acquiring services. EasyOrder BVBA strives to resolve malfunctions and limitations as quickly as possible, and to minimise as much as possible any hindrance to the Client.
11. EXPLICIT RESPONSBILITY OF THE CLIENT IN ACCORDANCE WITH CURRENT LEGISLATION
11.1 In contacts with his customers/users for the EO Client apps and the EO webshop, the Client shall always comply with all the applicable legislation, and by way of example, but not limited to, the legislation for the protection of personal privacy (GDPR [General Data Protection Regulation]), legislation concerning market practices and fair trade practices, e-commerce, etc.
11.2 The Client warrants that all the content that he places on the EO Client apps, the EO webshop and the EO Backend are in accordance with the applicable legislation and regulations. He acknowledges that only he is responsible for such content, and that EasyOrder BVBA cannot be held liable in any way whatsoever.
11.3 The Client acknowledges that the EO Store apps (and where applicable, the EO Client apps) are subject to the rules of the app stores of Microsoft, Google and Apple. The Client shall himself take care not to break these rules (e.g. regarding the content of the Stored Data, the carrying out of name changes, etc.).
11.4 The Client shall qualify as the “controller” and EasyOrder BVBA shall qualify as the “processor” (as determined in the law on personal data, including the Directive 95/46/EG and its national implementation) with regard to all the personal data included in the Stored Data. EasyOrder BVBA shall therefore only process such personal data in accordance with instructions (of a specific or general nature) which it has received from the Client, to the extent that this is necessary in order to provide the services described in this agreement, or as required by law or by an authorised public authority.
11.5 Each party shall fulfil its respective obligations regarding personal data subject to the applicable legislation. In particular, the Client shall ensure that the instructions that it gives to EasyOrder BVBA with respect to the Stored Data are in accordance with the legislation on personal data. The Client shall also ensure that he has obtained all the necessary rights and permissions in order to enable the stored personal data to be processed outside the European Union.
12. ASSIGNMENT OF THE AGREEMENT
EasyOrder BVBA can, at any time, sell or pledge the present agreement (whether in whole or in part) without explicitly informing the Client thereof. However, such sale or pledge may not influence the contents and the general terms and conditions of this agreement. In the event of sale or pledging, the Client undertakes to sign all documents and to complete all formalities and changes with respect to payment instructions. The Client may only assign this agreement to a third party after prior agreement in writing from EasyOrder BVBA and the signature of a new agreement.
13.1 In the case of the Custom account: if for any reason the Client decides to discontinue the agreement, EasyOrder BVBA shall be entitled to a non-reducible lump sum severance payment of 750 € (exclusive of VAT). Any severance of the agreement must notified to EasyOrder BVBA through the post by means of a registered letter, or via email (info@EasyOrderapp.com).
13.2 In the case of a Custom account: if after signing the present agreement the Client does not deliver the Personalisation material within one month after signature of the current agreement, EasyOrder BVBA shall be entitled to a non-reducible lump sum severance payment of 750 € (exclusive of VAT).
13.3 If the Client does not fulfil his obligations described in this agreement, then EasyOrder BVBA may terminate the agreement immediately and by operation of the law, and in the case of a Custom account, the severance payment becomes immediately payable, as described under 13.1.
13.4 EasyOrder BVBA can, at any time and by operation of the law, without any prior notice of default, terminate the agreement in case of:
• A seizure by third parties;
• A cessation of payment;
• Application for the postponement of payments;
• An amicable or judicial arrangement with the creditors or bankruptcy of the Client;
• In the event of the manifest insolvency of the Client or of the liquidation of his company;
• If the Client is clearly in a state of financial insolvency;
• If the Client, as stated in Article 4 of this agreement, has introduced changes to the EO Store apps, the EO Client apps or EO webshop without explicit prior agreement from EasyOrder BVBA, or has made illegal copies or used more licences than specified in this agreement.
Such termination shall take place without the Client being able to claim any compensation and without prejudice to the payment of the amounts which he may still owe in accordance with Art. 13.1.
14. REMOVAL OF THE APPLICATION OFFLINE
14.1 At the end of the agreement for whatever reason, the Client shall within 5 working days after notification thereof, stop using the EO Client apps, the EO webshop and the EO backend. The Client shall bear the full responsibility with respect to the ongoing obligations towards his customers, such as orders in progress, receipt of payment, etc.
14.2 Once the agreement has been effectively terminated, EasyOrder BVBA shall remove the EO Client apps from the EO Store apps. In the case of a “Solo App”, EasyOrder BVBA shall remove the Client’s “Solo app” from the available app stores (Apple and Google).
14.3 Once the agreement has been effectively terminated, the Stored Data shall be removed by EasyOrder BVBA.
14.4 Once the agreement has been effectively terminated, the EO Webshop and/or any domain that may be managed by EasyOrder BVBA shall no longer be available for the Client and his customers. However, the Client accepts that it is possible (particularly with generic trade names) that the domain may be used subsequently for other Clients of EasyOrder BVBA.
15. OTHER PROVISIONS
15.1 The Client accepts that the server logs of EasyOrder BVBA shall be valid as legal proofs for all the transactions, visits and access attempts with regard to the EO Backend, as well as the actions that are carried out thereon.
15.2 The Client shall indemnify EasyOrder BVBA against any claim from a third party that is found to be justified by the Client or by a judge, and which maintains that the correct use of the Personalisation material, made in accordance with this agreement, is said to be an infringement against the intellectual property rights of third parties.
15.3 The Client shall defend and indemnify EasyOrder BVBA against any damage, loss, all costs and all claims from third parties (including from the customers of the Client) which may arise out of the use by the Client and/or by his customers of the EO Store apps, the EO Client apps and the EO webshop or the EO Backend in a manner that does not correspond with the present agreement or, more generally, with the applicable laws and regulations.
VI COMPETENT COURTS AND APPLICABLE LAW
1. COMPETENT COURTS
In the event of disputes, the only courts competent shall be those in the judicial district to which the registered office of EasyOrder BVBA belongs. This arrangement can only be modified by EasyOrder BVBA.
2. APPLICABLE LAW
The provisions of this agreement are subject to Belgian law. The possible nullity of one of the clauses of these General Terms and Conditions does not affect the validity of the other clauses.
Supplementary general conditions for the Free-of-charge Trial period for EasyOrder
These Supplementary general conditions for the Free-of-charge Trial period for the use of EasyOrder (‘General conditions for the Free-of-charge Trial period’) are an addendum to the EasyOrder agreement and are applicable to the participation of the Client in the Free-of-charge Trial period for EasyOrder (‘Free-of-charge Trial period’). The Terms written with a capital letter that have not been defined in the General terms and conditions for the Free-of-charge Trial period have the meaning which has been ascribed to such term in the EasyOrder agreement, and the general terms and conditions applying thereto.
1.1 Only new EasyOrder Clients are eligible for participation in the Free-of-charge Trial period.
1.2 The Free-of-charge Trial period begins once the Client has agreed to the Supplementary general conditions (‘Starting date of the Free-of-charge Trial period’) and ends thirty calendar days after the Start date of the Free-of-charge Trial period.
During the Free-of-charge Trial period:
2.1 The Client may offer a maximum of 50 SKUs by uploading them through his Backend application.
2.2 The Client may only offer a maximum of 1 Collection point.
2.3 Certain Services and functions are not available.
2.4 The Client has no right to Technical and Telephone support, as described under Article VII of the general terms and conditions.
2.5 EasyOrder BVBA is under no obligation to indemnify the Client or any of his Affiliated entities against Indemnified obligations arising from any alleged infringement of the Intellectual property rights of third parties as a consequence of the use made by the Indemnified parties of the Client with respect to the EasyOrder Technology, used to deliver the EasyOrder Services.
2.6 The Client must adhere to the policy made available to the Client in the Services. If EasyOrder (at its own discretion) determines that data which the Client, his Affiliated Entities or End users have submitted, stored, transmitted or received via the Services (‘Client data from Trial period’), do not fulfil the conditions or the policy of EasyOrder (including, but not limited to, these General conditions for the Free-of-charge Trial period) or if EasyOrder is investigating suspected misconduct, EasyOrder can suspend or stop the provision of the Services to the Client without notice.
2.7 The Client bears sole responsibility for the protection of his property, data, etc. against the risks arising from the Services.
2.8 Unless otherwise indicated in writing by EasyOrder, the use of the Services is not intended to impose obligations in accordance with the Health Insurance Portability and Accountability Act (‘HIPAA’), as amended, and EasyOrder gives no assurances that the Services fulfil the HIPAA requirements. If the Client is (or becomes) a Covered Entity or a Business Associate under HIPAA, the Client hereby agrees not to use the Services (and not to give his Affiliated Entities or End Users permission to use the Services) for a purpose or in a manner in which Protected health information (PHI) is involved, unless the Client has received prior written permission from EasyOrder for such use.
3. UPGRADING TO A BASIC EASYORDER ACCOUNT.
3.1 At any time during the Free-of-charge Trial period, the Client can convert his account for the Free-of-charge Trial period into a Basic EasyOrder account by contacting EasyOrder support. After the Free-of-charge Trial period has expired, the Client can convert his account for the Free-of-charge Trial period into a Basic EasyOrder account, as described below in Section 4 (End of the Free-of-charge Trial period).
3.2 The continuing use of the Services by the Client after the upgrade to a Basic EasyOrder account shall fall under the general terms and conditions of the EasyOrder agreement (or of some other applicable agreement between EasyOrder and the Client) and the General conditions for the Free-of-charge Trial period will no longer be applicable.
4. END OF THE FREE-OF-CHARGE TRIAL PERIOD.
If the Client has not yet upgraded the account when the Free-of-charge Trial period expires, the Client shall have no further access to the EasyOrder services. After the end of the Free-of-charge Trial period, the Client can contact EasyOrder for the purpose of (i) migrating the Client data from the Trial period away from the Services or (ii) upgrading the account to a Basic, Pro or Custom EasyOrder account. Once a period of 30 days has elapsed after the end of the Free-of-charge Trial period, EasyOrder shall remove the Free-of-charge Trial period data unless the Client has upgraded the account to a Basic, Pro or Custom account.
5. LIMITATION OF LEGAL LIABILITY.
THE LIABILITY OF EASYORDER SHALL BE LIMITED AS FOLLOWS:
5.1 UNDER THE PRESENT GENERAL CONDITIONS FOR THE FREE-OF-CHARGE TRIAL PERIOD, IF THE CLIENT IS ESTABLIHED OUTSIDE THE EUROPEAN ECONOMIC AREA, EASYORDER SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR MORAL DAMAGES, ELEVATED DAMAGES AS A SANCTION NOR CONSEQUENTIAL DAMAGES. THE ONLY FORM OF REDRESS FOR THE CLIENT FOR CLAIMS ARISING FROM HIS USE OF THE SERVICES UNDER THE PRESENT GENERAL CONDITIONS FOR THE FREE-OF-CHARGE TRIAL PERIOD IS TO CEASE TAKING PART IN THE FREE-OF-CHARGE TRIAL PERIOD.
5.2 IF THE CLIENT IS ESTABLISHED WITHIN THE EUROPEAN ECONOMIC AREA, THE LIABILITY OF EASYORDER UNDER THESE GENERAL CONDITIONS FOR THE FREE-OF-CHARGE TRIAL PERIOD IS LIMITED, AS DESCRIBED IN THE EASYORDER AGREEMENT, EXCEPT THAT EASYORDER IS NOT LIABLE UNDER SECTION 12 (COMPENSATION) OF THE EASYORDER AGREEMENT.
6. EFFECT OF THE ADDENDUM.
In the event of a dispute or any inconsistency between the present General conditions for the Free-of-charge Trial period and the remaining conditions of the EasyOrder agreement, the present Supplementary general conditions for the Free-of-charge Trial period shall apply. The EasyOrder agreement and its general terms and conditions remain in force, but are subordinate to these General conditions for the Free-of-charge Trial period.