Article 1. General. These General Terms and Conditions apply to all orders and agreements issued with XQTING, unless otherwise agreed in writing. These General Terms and Conditions take precedence over the terms and conditions of the Customer, even without XQTING's explicit rejection thereof.
Article 2. Offers and Orders. No promises made by representatives, salesmen or other members of its personnel will be binding upon XQTING unless confirmed in writing by XQTING management. Offers and quotations shall be valid for the period specified in the offer or quotation as applicable or failing that, for a maximum period of one (1) month from date of submission. No Order shall be binding on XQTING unless and until accepted in writing by XQTING. Orders are not cancelable.
Article 3. All prices are in EUR and quoted excluding VAT and all other charges levied by the authorities. Unless otherwise specified by individual contract, travel costs, daily and overnight expenses will be billed as incurred, increased with a 5% administration fee. Travelling time will be deemed to constitute working hours.
Article 4. The delivery dates given by XQTING are given for information only. XQTING undertakes to do all that is possible to carry out the deliveries and/or installation on the proposed or subsequently confirmed data, but shall not be held liable for any delay. All title to the equipment/goods remains with XQTING until full payment of the price, increased with all related expenses and taxes. All goods travel at the Customer's risk. All licensed software remains the exclusive property of XQTING or its licensor.
Article 5. The products supplied by XQTING can be configured to make contact with a central XQTING server at regular intervals via an HTTPS request. This allows us to collect information about the status of the product and means our engineers can intervene (more quickly) in the event of incidents or anomalies. These 'I'm alive' reports only contain information about the version and status of the product itself. There is no exchange of personal data or any other data.
Article 6. All Intellectual Property Rights in the software and software documentation written by XQTING shall remain with XQTING. XQTING grants the Customer a non-transferable, non-sublicensable, non-exclusive license to use the software and software documentation for its own internal business purposes in one legal entity. This license shall include the right to: (i) observe, study or test the functioning of the software while it is in use in order to determine the ideas and principles which underlie any element of the software; (ii) store and use the software at any disaster recovery or back up site used by the Customer; and (iii) connect and interface the software with any other software used by the Customer. The Customer shall not: (i) modify, adapt, reverse engineer, decompile or disassemble the software provided that XQTING, on request, provides full and comprehensive details of how to make the software interoperable with other software; or (ii) remove any copyright or other proprietary notices from the software or the software documentation. The Customer shall not be entitled to transfer, rent or lease the software permanently or temporarily to third parties without XQTING's written consent.
Article 7. All invoices are payable at the due date, net and without any discounts. Payments are to be made by way of wire transfer on the bank account stated on the corresponding invoice. All costs related to this payment shall be borne by Customer. If Customer fails to make such payment when due, the amount shall be automatically increased, without prior written notice, with an interest rate of 1% per month commenced.
Article 8. The parties agree that all mutually disclosed trade and business secrets and other information described as confidential shall be treated in the strictest confidence. This commitment to confidentiality shall not apply to ideas, models, concepts, methods, techniques or other important know-how, nor to information which the recipient party is already aware of or becomes aware of by means other than in connection with the contractual relationship. XQTING will treat documents and information made available by Customer as confidential and not disclose the same to third parties - unless necessary for the fulfillment of the contract - and use the same exclusively for the purpose of fulfilling the contract. As each order is completed the recipient shall be obliged on request to return documents containing confidential information to the other party. The statutory data protection regulations must be observed.
Article 9. Limitation of liability. In no event shall XQTING be liable for any indirect, incidental, intangible and/or consequential damage (such as losses of use, data, profit, income, business, anticipated savings, reputation, goodwill, or business interruption and more generally, any losses of an economic or financial nature, whether these may be deemed as consequential or arising directly and naturally from the incident giving rise to the claim) arising out of the use or inability to use the delivered goods and/or services.
Article 10. Force Majeur. XQTING shall incur no liability for any failure or delay to perform any of its obligations if it is prevented from performing its obligations due to events such as fire, flood, tornado, storm, lightning, earthquake, monsoon, natural calamities, epidemics, quarantine restrictions, disturbance in supplies from normally reliable sources (i.e. electricity, water, fuel, and the like), riot, strike, lockout, transport difficulties, government action, war or any other event beyond the reasonable control of XQTING. XQTING shall promptly notify the Customer of any delay caused by Force Majeur. If the delay resulting from Force Majeur exceeds three (3) months, either Party may cancel the unperformed part of the Order. Payment shall remain due for the performed part, and the Parties shall promptly settle their accounts accordingly.
Article 11. These General Terms and Conditions shall be governed by the laws of Belgium. Any dispute concerning the validity or the interpretation of these General Terms and Conditions shall be submitted to the competent Courts in Ghent, Belgium.