GENERAL TERMS
Article 1
Entering into an agreement with BBMS SA Business Unit Spectron implies a formal acceptance of the current terms and conditions, to the exclusion of the application of those of the customer.
Any departure from this must be agreed to in writing and signed by both parties.
Article 2
Prices are set based on volume and information supplied by the customer at the time of entering the agreement and will be revised if any of these elements or the size of work changes.
Prices do not include VAT, or any other tax, or transportation.
Prices shall be indexed annually , in January or in June, depending on contract anniversary date, to the amount of 80 %, with the reference index being the evolution of salaries for the joint committee on which BBMS S.A. Business Unit Spectron depends (committee n° 218) according to following formula:
Price after indexation :
BP X 0,8 x NI + BP X 0,2
BI
BP= basic price of the contract
BI= index for year and month of signing of contract
NI= new index for the month preceding the indexation of contract
Article 3
BBMS S.A. Business Unit Spectron invoices are due 30 days after invoice date.
If payment is not received by the due date, the amount owed will be subject to an interest of 1% per months, legally and without notice. Under the same circumstances the amount owed will also be increased by 15% and no less than € 50.00.
If the customer requests that BBMS S.A. Business Unit Spectron’s invoices are addressed to a third party, the customer will still guarantee payment.
Article 4
BBMS S.A. Business Unit Spectron agrees to take every precaution to respect the terms. However, aside from serious fault, no violation of them will result in a claim for damages or in the annulment of the agreement. BBMS Business Unit Spectron’s contractual obligations are obligations of means. BBMS Business Unit Spectron has the right to subcontract every order. BBMS Business Unit Spectron cannot be held responsible for error, fault or concealment in the information supplied by the customer.
Compensations at the expense of BBMS Business Unit Spectron will not exceed the price of the disputed service.
In case of consecutive services the compensation is limited to the disputed services that were performed within the three last months.
Each service or delivery by BBMS Business Unit Spectron is considered to have been accepted 15 days after performance or delivery. Every shortcoming which could not be detected at the moment of the acceptance must be notified within 15 days starting from the detection and within 60 day be the object of claim. Every other demand of the customer will become prescribed after a period of one year.
Article 5
The customer acknowledges that the data and software supplied by BBMS Business Unit Spectron are the exclusive property of the latter, and that the customer merely obtains a user license.
The customer agrees to use the data solely for the purpose and methods agreed to and for its personal use. Under no circumstance may the data be used for activities that can potentially compete with the activities of BBMS Business Unit Spectron, to compile directories or for the provision of information services in whatever form (electronically, printed…). Use of data that is extracted form the Trends Top database, edited by Biblo S.A. and delivered via BBMS SA business unit Spectron, for the creation or compilation of products that compete with Biblo products is not allowed. In case of doubt, the customer agrees to previously consult BBMS SA business unit Spectron.
In case the addresses are rented, the information may only be used one time. Unless agreed otherwise in writing, it is prohibited to provide third parties with this information and the customer agrees to take any relevant precautions in order to prevent any unlawful use or distribution.
Any failure to observe the preceding obligations shall result in a fixed compensation equal to ten times the invoice price, without detracting from the right of BBMS Business Unit Spectron to demonstrate its damages exceed this amount.
Evidence of unlawful use of one single piece of information (including by means of control addresses).is sufficient evidence for the unlawful use of the data in its entirety or the software of BBMS Business Unit Spectron.
Prior to the use of the addresses, the customer must present a copy of the mailing to BBMS Business Unit Spectron for control and approval and agree to do no changes afterwards and to use the mailing unaltered. The burden of proof of the communication to BBMS Business Unit Spectron and the approval of the mailing rests with the customer. BBMS Business Unit Spectron has the right to refuse an order.
Article 6
BBMS Business Unit Spectron will treat all information obtained from the customer as confidential and will not share it with third parties – parties other than any sub-contractor – in as far as it is not of a public nature or it is normally inaccessible to the public. The data provided by the customer remains its property.
Article 7
If the customer violates one of its obligations, BBMS Business Unit Spectron has the right to suspend the execution of its obligations and may obtain a lien as the occasion arises. If the violation sustains for a term of 30 days after serving notice, BBMS Business Unit Spectron may consider the agreements as legally annulled at the expense of the customer. In case of multiple agreements between parties, this clause will apply to all agreements and not just the one to which the violation pertains.
Article 8
Any disputes fall under the jurisdiction of the Courts of Brussels, which will apply Belgian law as well as the international treaties with regard to intellectual property rights and the protection of databases.