1. Applicability – acceptance of these terms and conditions
These general terms and conditions (the “Te r m s a n d C o n d i t i o n s”) shall apply to all Quotations and agreements provided and entered into by Roger bvba, having its registered office at Sint-Pietersdoorn 10, B-9150 Kruibeke and registered with the Crossroads Bank for Enterprises under company number 0653.822.560 (hereinafter “Roger”) and the Customer, except when other contractual arrangements are expressly made between Roger and the Customer. The general terms and conditions of the Customer are not applicable and are therefore expressly excluded, even if such general terms and conditions would contain a similar clause. In the event of any conflict or inconsistency between the provisions of these Terms and Conditions and the provisions of any Agreement, the provisions of the latter shall prevail. The Customer acknowledges that he has previously been informed of these Terms and Conditions and has accepted all provisions thereof. Roger reserves the right to modify unilaterally and at any time these Terms and Conditions. In any event, Roger will notify any such amendments or changes in writing (including without limitation by e-mail) to the Customer (the “Notification”) prior to the coming into force of such amendments or changes. Any such amendments or changes will be effective as of the date specified in the Notification. The designated person, officer, director, employee, or any other person who represents or acts on behalf of the Customer towards Roger, is deemed to have the necessary mandate to legally and validly bind the Customer. Roger and the Customer may individually be referred to as a “Party” and jointly as the “Parties” in these Terms and Conditions. The definitions as set forth in Article 13 shall apply to these Terms and Conditions, unless the context necessarily requires otherwise
Quotations shall remain valid for a period of thirty (30) calendar days following the Quotation date and are exclusive of VAT and other taxes, unless explicitly stated otherwise. Quotations are only considered to be binding for Roger upon approval in writing by the Customer and Roger.
3. Grant of Licences
3.1. Use of the Platform
a) Subject to the Terms and Conditions set forth herein and the timely payment of the Fees by the Customer, Roger grants the Customer a renewable, personal, restricted, non-exclusive, non-transferable, non-assignable license, without the right to sublicense during the Term to access and use the Platform for the Customer’s internal business purposes in accordance with the Documentation (the “License”).
b) Subject to the timely payment of the Fees by the Customer, Roger will grant to the Employees a non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Mobile Application in accordance with the Mobile Application Terms. The Customer acknowledges and agrees that Roger can only grant a license and shall only deliver access to those Employees that have accepted the Mobile Application Terms.
c) Roger reserves the right to make, in its sole discretion, changes and updates to the functionalities of the Roger Technology from time to time without any prior notification to the Customer, provided that Roger shall not change any material functionalities of the Roger Technology without prior notification to the Customer.
The Customer is not allowed to use the Platform or any part thereof in a manner not expressly authorized by Roger. Within the limits of the applicable law, the Customer is not permitted to (i) make the Platform available or sell or rent the Platform to any third parties; (ii) adapt, alter, translate or modify in any manner the Platform; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform to any third parties; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by any applicable mandatory law notwithstanding this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform; (vi) intentionally distribute any virus, or other items of a destructive or deceptive nature or use the Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Platform.
3.3. License by the Customer to Roger
By uploading, providing or otherwise using any Customer Content on or through the Platform, Customer grants Roger a non-exclusive, royalty-free, worldwide, sublicensable, transferable and fully paid up license to use, copy, store, modify, transmit and display the Customer Content to the extent necessary to perform its obligations under this Agreement, in particular to provide, exploit and maintain the Platform. Roger reserves the right, but is not in any manner obliged, to review and remove any Customer Content which is deemed to be in violation with the provisions of the Agreement or otherwise inappropriate, any rights of third parties or any applicable legislation or regulation