This is the Licence Agreement between the User of the software made available by WeFact, and WeFact. User must read these provisions before first use of the Software. By the use and/or hosting and/or installation of the Software or update User acknowledges to be bound by the provisions of this Licence Agreement.
Article 1 Definitions
1.1 In this Licence Agreement the following terms shall have the following meanings unless stated otherwise or the context otherwise requires:
a. WeFact: WeFact B.V., registered at Nieuwstraat 21 B, Eersel, the Netherlands, registered with the Dutch Chamber of Commerce under number 17237249;
b. User: the person using the Software made available by WeFact;
c. Software: the online billing system developed by and made available to User by WeFact.
Article 2 Intellectual property rights
2.1 All intellectual property rights in or in connection with the software, including but not limited to patents, copyrights, brands, @hidden works, rights with respect to the design and trade secrets directly connected or related to the software vest in WeFact exclusively. User shall not conduct any activity with respect to the software that may affect said intellectual property rights. User shall not be granted any other rights with respect to the Software than the limited rights of use specified in this Licence Agreement.
2.2 In case, despite the above, any third party should claim that the Software infringes on the intellectual property rights of said party or otherwise, User is required to immediately inform WeFact of such claim, in order to enable WeFact to defend against such a claim for the account of WeFact. User declares to lend its assistance to such defence. In such a case WeFact also has the right to replace Software or parts thereof in order to redress the alleged infringement.
2.3 In case of contravention of the intellectual property rights of WeFact by User, WeFact has the right to immediately prevent access to the Software taking effect immediately, without any ensuing right to any compensation for User.
Article 3 License
3.1 Under this Licence Agreement WeFact grants to User a non-transferrable, non-exclusive right of use for the use of the Software developed by WeFact, including all associated documentation, updates, new versions, translations, modifications, changes, derived products or copies, provided that User meets its payment obligations towards WeFact, subject to the provisions set out in this Licence Agreement.
3.2 Sublicensing of the Licence is prohibited; neither the source code or any other rights of use with respect of the source code is granted under this Licence Agreement.
3.3 WeFact has the right to take and maintain any technical measures for the purpose of protection of its intellectual property rights.
Article 4 Limitations of Licence
4.1 User is prohibited from decompiling, reverse engineering, disassembling, modifying, leasing, allowing the use of, distributing, producing derived works from the Software or transmitting the Software by means of a network, unless this is expressly permitted on the basis of any applicable imperative legal provisions or the provisions of this Licence Agreement.
Article 5 Backup
5.1 In case the Software is hosted by WeFact, WeFact shall ensure that backups of any data entered into the Software by User or User's employees are made at regular intervals.
5.2 In case the Software is hosted by User, User shall regularly make backups of the data files in any cases recommended by the Software, and in any cases in which it should be reasonably clear to User that this may be required for the proper and safe operation of the Software. Failing this WeFact shall never be liable for any costs of reproduction of any data distorted or lost.
Article 6 Software
6.1 WeFact guarantees that the Software, provided that it is used in accordance with the instructions that apply will perform according to the accompanying documentation. However, WeFact does not guarantee that the software will function without any errors or intervals. Defects that may occur shall be remedied in accordance with article 7 of this Licence Agreement. The Licence does not contain any further explicit or implied guarantees by or on behalf of WeFact or any other party that grants rights of use of the Software.
6.2 User does not have any right to software functions that may be desired by User but are no part of the Software, unless it has been agreed with WeFact in writing that said functions would be part of the Software.
Article 7 Conditions for support and maintenance
7.1 WeFact shall provide online support to User for the use of the Software. WeFact shall make its best effort to adequately reply to questions within a reasonable time. Availability of a new update of the Software will be announced on the website. Further, a message announcing a new update will appear during login. After that User may download the update itself. In case of errors and/or inconsistencies in the Software, User shall report these to WeFact, so that WeFact may offer a solution to these as soon as possible.
7.2 WeFact shall make its best effort to limit any inconvenience in case of maintenance and/or (necessary) updates and/or improvements to the Software to an absolute minimum, and shall – if possible – inform User in a timely fashion. In case the temporary unavailability of the Software is not unreasonably long, User is not entitled to any right to damages or any other form of compensation.
Article 8 WeFact Hosting International rates
8.1 The monthly fee is based on the number of active customers entered into the Software by User. The following rates are applied by WeFact:
||Rate per month
||Maximum number of active customers
||$ 25 or € 20
||$ 50 or € 40
||$100 or € 80
Article 9 Invoicing
9.1 User will receive an invoice every month when the payment succeeded
Article 10 Payment
10.1 Payment shall take place by credit card or PayPal. The invoice amount is automatically transferred from User's credit card or PayPal account 14 days prior to the new billing cycle. After successful payment of this payment order User shall receive the invoice by email. In case the payment order cannot be carried out, User shall be informed of this by email, and the payment order shall be submitted again after several days. In case this second payment order cannot be carried out either, User itself shall transfer the invoice amount to the bank account of WeFact. If WeFact has not received payment before a new payment period commences, WeFact has the right to refuse access to the Software until the entire outstanding amount has been received. WeFact cannot be made liable for any damage caused to User by said refusal of access.
10.2 In case of late payment User shall be liable for compensation of any and all judicial and extrajudicial costs, including costs of solicitors, bailiffs and collection agencies, as well as for the amount dues and any accrued interest. The extrajudicial costs of collection are determined to be 15% of the principal amount with a minimum of $ 100,-.
10.3 Rights are always granted to User subject to the condition that User pays the rates agreed in full and in a timely fashion.
Article 11 Price changes
11.1 WeFact has the right to annually change the prices for the use of the Software. WeFact shall inform User of this in writing or by email 2 months prior to the date of the change in prices.
11.2 11.2 In case User does not accept the price change User may prematurely terminate the Agreement effective on the day at which the price change first applies. Termination shall take place in writing or by email within one month after WeFact has informed User of the price change. User does not have the right to rescind the Agreement in case the price increase results from a legal obligation or regulation.
Article 12 Duration of Licence Agreement, termination and administration costs
12.1 The Licence Agreement is entered into for the time of the payment period. In case the Licence Agreement is not terminated in accordance with paragraph 2, the Licence Agreement shall each time be automatically extended by the same period of time.
12.2 User may terminate the Agreement effective at the end of the payment period. Termination shall take place in writing or by email, and no later than 14 days prior to the end of the payment period. Premature termination during a payment period is not possible.
12.3 In case User does not comply with the term of notice referred to in paragraph 2 of this article, administration costs of $ 25,- excl. tax shall be charged to User.
12.4 In case User terminates the Agreement and/or no longer pays any fees for the use of the Software, User shall no longer have the right to use the Software.
Article 13 Rescission of the Agreement
13.1 WeFact reserves the right to rescind the Licence Agreement at any time without the intervention of a court of law in case User has applied for suspension of payment or is declared bankrupt.
13.2 Both parties have the right to rescind the Licence Agreement or part thereof without the intervention of a court of law by means of a registered letter addressed to the other party in case in case the other party fails to perform any material obligations under the Licence Agreement, and the defaulting party – after a written notification of default by the injured party – still fails to comply with its obligations under the Licence Agreement in a reasonable period of time. In case it has been conclusively established that the defaulting party cannot comply with its obligations under the Licence Agreement, a notification of default is not required.
Article 14 Consequences of termination
14.1 In case the Licence Agreement is terminated or rescinded, User shall be obliged towards WeFact from the date of termination of the Licence Agreement to immediately refrain from anything to which User was entitled under this Licence Agreement in any way, including in particular but not limited to the use of the Software.
Article 15 Obligations of User
15.1 User shall:
a. at all times see to it that the Software is not misused, damaged, stolen or destroyed;
b. prevent that a non-authorised person accesses, uses or copies the Software;
c. immediately inform WeFact of any relevant facts and circumstances as soon as User becomes aware of unauthorised use of the Software.
15.2 During the performance of the Licence Agreement computer equipment is used. User is responsible for the proper choice and adequate availability of said equipment. WeFact is never liable for damage or costs caused by malfunctions or non-availability of said computer equipment.
15.3 User shall ensure that User's equipment used for access of and the use of the Software performs properly.
15.4 User is prohibited from using the Software in such a way that it may damage the Software and/or third parties or that it may result in reduced availability.
15.5 User is responsible for the use and proper application of the Software in User's organization and for acting in accordance with instructions and/or advice provided by WeFact.
15.6 User itself is responsible for access codes and/or login codes required to use the Software.
15.7 In case User does not comply with its obligations as referred to in this article, any costs caused by this shall be for account of User.
Article 16 Liability and limitation
16.1 WeFact is not liable for damage however caused in case WeFact has acted upon incorrect and/or incomplete information provided by User.
16.2 WeFact is not liable for damage however caused in case User has not complied with its obligations resulting from this Licence Agreement or from the law.
16.3 Except in case of intent or gross negligence on the part of WeFact, the liability of WeFact, however caused, towards User or others making claims through User is limited to payment of direct damage not exceeding the monthly amount that is charged to User for the use of the Software.
16.4 WeFact is never liable for indirect damage or consequential damage including loss or distortion of data or loss of income, profit or turnover.
16.5 Damage as referred to in this article must be reported in writing to WeFact within 7 days after said damage first occurred. Damage that is not reported within this time is not eligible for compensation.
16.6 WeFact is not liable for damage caused during the use of the Software, caused by third parties.
16.7 WeFact is never liable for damage caused by incidents or circumstances beyond the control of WeFact, which includes: non-availability, delay in delivery of or disruptions and errors in information, products or services of third parties, strike or labour unrest; any decisions, rules, instructions or orders made or given by the authorities, any court of law or any other proper authorities.
16.8 Rights to submit claims and other rights of User for whatever reason towards WeFact shall in any case expire after the end of 1 year from the date at which a circumstance occurs due to which User may exercise said rights and/or powers towards WeFact.
Article 17 Indemnification
17.1 User indemnifies WeFact against and shall compensate WeFact for any damage and costs resulting from claims of third parties against WeFact as a result of or in connection with the use of the Software by User or third parties.
Article 18 Confidentiality
18.1 Each of the parties guarantees than any information obtained from the other party which is or should be known to be confidential, shall be kept secret, unless a legal obligation requires the disclosure of said information. The party receiving confidential information shall use this information only for the purpose for which it has been provided.
Article 19 Miscellaneous provisions
19.1 For the interpretation of the contents and meaning of this Licence Agreement the Dutch text hereof shall at all times prevail.
19.2 This Licence Agreement is governed by Dutch law.
19.3 Any disputes between User and WeFact shall be submitted to the jurisdiction of the competent court in the district in which WeFact is registered.