Contract: sales agreement between CAI and a customer
Software packages: e-learning modules to learn for example a language; authoring software; study progress tracking software
Permitted packages: packages for which the customer has been sent access instructions or a license code and which have been paid for
Deliver: communication per e-mail of the necessary access instructions or a unique license code.
CAI: CommArt International n.v.
CTL: Centrum voor Toegepaste Linguïstiek of the Universiteit of Hasselt (Centre for Applied Linguistics)
Customer: the recipient of the access rights or download rights of the software
These conditions apply to all offers, agreements and legal relationships where CAI sells or supplies software, software-related services and / or software maintenance sells to customers. Any purchasing conditions from the customer do not apply, unless otherwise agreed in writing.
Contracts are valid only after a legally valid signature by the customer and CAI on the contract or sales agreement or payment of the full price.
By placing an order, the customer accepts these terms and conditions.
Quotes are provisional and non-binding for thirty days, unless otherwise agreed. A contract comes about once CAI accepts a customer order. This is done in writing or by fulfilling the delivery. Changes, additions, additional agreements / orders agreed by telephone or verbally must also be confirmed in writing by CAI to be valid.
In addition to the agreed prices, the customer may be charged the cost of delivery and installation. In addition, any special activities that are required, like data conversion or data import, will be charged to the customer .
In case of cancellation of an order by the customer, 20% of the amount of the order remains to be paid by the customer within fourteen days after the cancellation .
A package is delivered to one of the email addresses supplied by the customer, and this for the period agreed on and paid for. Delivery is fulfilled by an email with the necessary access instructions (for the cloud products) or a unique, non-transferable license code (for downloadable products). CAI will make all necessary efforts to deliver within seven working days or a shorter period, if agreed. Customers are requested to check their spam folder(s). If the the necessary information has not been received after the end of the abovementioned period, please inform CAI within three working days. CIA shall not be liable in the event of late delivery due to unforeseen circumstances.
The customer ensures that the computer platform on which the software is to be used, meets the requirements communicated on the site of CAI . If CAI is responsible for the installation , the computer platform on which the installation will take place, must meet the requirements prior to the date of installation. If it does not, or not in a timely fashion, and CIA incurs extra costs , these are borne by the customer and will be paid immediately .
For the cloud packages, the customer will always have access to the latest version and can never require access to a previous version.
for the downloadable packages, the customer receives a license code that allows for downloading the purchased package in the state in which it is at that time. The customer can not demand access to a later upgrade at no extra cost.
Packages must be prepaid . - Invoices are payable in cash . In case of non-payment of an invoice by the due date, automatically and without notice or warning, a negligence interest of 1 % per month will be charged, with a minimum fixed amount of € 125 .
Unless explicitly agreed in writing, for all packages distributed by CAI, a right of use is only granted to the customer. The ownership of the packages, all rights of intellectual and commercial property and its underlying source code, remain property of CTL at all times , or if this is not the case, of CAI , unless expressly agreed otherwise in writing. All costs arising from the violation of these rights are to be paid by the customer.
Data and files supplied by the customer or generated by a package purchased by the customer remain their exclusive property and vice versa. CAI undertakes to use these only for management and administrative purposes and possibly for scientific research. In the latter case, anonymous data use is ensured.
Most packages are sold and delivered by CAI as an agent of a software producer, in this case mostly CTL. The packages supplied by CAI are not transferable to third parties unless expressly agreed in writing. CAI and / or CTL can work with third parties for the updating and modification of the packages.
The start date and duration of a package is determined by the order / delivery. An extension is possible upon written request and prior payment of the renewal.
Any complaint of any kind relating to packages shall be communicated by the customer with a read-receipt email, within ten working days from delivery. CAI does not guarantee that the delivered packages are "error-free" . If it is decided on the basis of a complaint from a customer, that a packet contains an error or malfunction , CAI will endeavor to the best of their ability to remedy this, on condition that 1) the package was used in accordance with the user manual, 2) no adaptation was made to the package without the consent of CAI , 3) the failure or malfunction was reported to CAI within ten working days after delivery / payment of the package, 4 ) the technical requirements (see Terms of Delivery ) are respected.
CAI is only liable for the direct damage caused by intent or gross negligence of CAI employees. The liability shall be limited to a maximum of the sum of the amounts paid by the customer to CAI (excl. VAT) . Liability of CAI for indirect damages, including consequential damages, poorly prepared exams, lost profits, lost savings, loss due to business interruption, loss resulting from the failure of the network or the loss of data or files , is excluded, as well as the damage third parties.
The parties will remain confidential with regards to all confidential information they and their employees have access to under the contract.
Throughout the duration of the contract and for a period of one year after termination, the customer , as well as its employees will ensure not to compete with CAI directly or indirectly with the same or a similar product as delivered to the customer by CAI or in a proposed quote .
If the customer does not, does not in a timely fashion or does not properly fulfill any obligation under the contract , CAI has the right to terminate the contract without prior notice and consequently can block access to the delivered package(s) without intervention of the courts Possible resulting costs are borne by the customer. In such cases, CAI never owes any compensation to the customer.
The customer shall not transfer rights and obligations arising from this sale to a third party, except if prior written approval from CAI was obtained . If one or more provisions of this sales contract is invalid, in violation of the law or unenforceable, this fact does not affect the validity of the remaining provisions.
The parties will negotiate in good faith, a new provision to replace the offending one to, as far as possible, offset the scope and economic implications.
The provisions of this sales contract may be amended only by a written agreement signed by the duly authorized representatives of the parties.
The customer agrees to settle disputes through the European ODR platform for e -commerce : http://ec.europa.eu/odr/ .
This agreement is governed by Belgian law. The courts of Hasselt have jurisdiction.