B2B PORTAL SOFTWARE-AS-A-SERVICE SUBSCRIPTION TERMS OF USE

IN THE EVENT YOU ARE USING THE DELAWARE SERVICE, YOU AGREE THAT YOUR ACCESS AND USE IS SUBJECT TO ANY TERMS OF USE SET FORTH IN THIS AGREEMENT. 

The Agreement is concluded between Delaware Consulting CV, with registered office at Kapel ter Bede 86, 8500 Kortrijk and with company number 0479.117.543 (RLE Ghent, division Kortrijk) (“Delaware”) and [_______], with registered office at [_______] and with company number [__] (RLE XXX, division XXX) (“you” or “Customer”).

(A) The Customer is a company that […]

(B) Delaware is a company that has developed the Delaware Service and wishes to grant the Customer and through Customer, its Authorized Users, access to the Delaware Service in accordance with the terms as set out herein.

1.0 Definitions.

Agreement: means the general terms and conditions as set out in this document, including any Schedules attached thereto;

Applicable Data Protection Laws: means (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (“GDPR”), (b) the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, (c) all other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable;

Authorized User: means those licensed uniquely identified individuals who are authorized by you to access and use the Delaware Service regardless of whether those individuals are actively using the Delaware Service at any given time. Subscriptions granted to an Authorized User basis may be permanently reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single subscription between multiple users.

Bug: means an error, flaw or fault in a computer program or system that causes it to produce an incorrect or unexpected result, or to behave in unintended ways.

Delaware Service: refers to Delaware’s B2B PORTAL application Software-as-a-Service (SaaS) that has the functionalities as described in Schedule [1]. The Delaware Service includes Delaware’s officially published Documentation for such Delaware Service.

Documentation: means any supporting product help and technical specifications documentation provided by Delaware with the Delaware Service to you which includes Delaware standard user manual if available.

Effective Date: means the date last signed below by authorized representatives of each party.

Equipment: means the devices, operating systems and other prerequisites that are needed in order to run the Delaware Service.

Ordering Document: means any order on a Delaware order form which references this Agreement. Each Ordering Document which references this Agreement shall be deemed a part of this Agreement. Not included in this general document, will be added as a schedule with regards to the Customer.

Schedules: means the Schedules attached to the general terms and conditions which set out the specific modalities of the Delaware Services.

Subscription Term: means the Delaware Service subscription term specified on the applicable Ordering Document.

Warranty Period: means a period of time wherein Delaware guarantees that the SaaS will comply with the requirements and specifications of the user documentation.

2.0 Fees and Payment.

Fees and Payment. You shall pay all fees associated with the Delaware Service subscription and any services purchased hereunder as set forth in the applicable Ordering Document. All payments shall be made in the currency noted on the applicable Ordering Document within thirty (30) days of the date of the applicable electronic invoice. Delaware is entitled to charge you interest on overdue amounts at the rate per annum equal to the interest rate as stipulated in article 5 of the Belgian Law on payment in arrears dating from the 2nd of august 2002 from the latest due date for payment of such amounts until payment is made. Except as expressly set forth herein, all fees are non-refundable once paid. Delaware will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax, unless a valid certificate of exemption or other evidence that items are not taxable is timely provided.

3.0 Delaware Service Subscription.

3.1 Delaware Service. You receive no rights to the Delaware Service other then those specifically granted in this section 3.1. Subject to all of the terms and conditions of this Agreement, and except as set forth in Article 7 (Term and Termination), during the applicable Subscription Term, Delaware grants you a limited, non-exclusive, non-transferable, right to access and to use the Delaware Service for your own internal business purposes for which you have been issued a user authorization by Delaware, provided you: (a) comply with the Documentation; (b) comply with the restrictions in Sections 2.00 and 3.2 and any restrictions on the applicable Ordering Document; (c) comply with the number of Authorized Users on the platforms and configurations or any other restrictions; [and (d) comply with the Acceptable Use Policy set forth in Schedule [2]. These usage rights are limited to use in the Territory specified in the Ordering Document that is not included as a Schedule on this document. You expressly agree that the content and the functionality of the Delaware Service may be updated or amended by Delaware from time to time.

In order to enable Delaware to deliver the Delaware Service, you must use the Delaware Service as described in Schedule [1]. You acknowledges that the Delaware Service cannot be delivered by Delaware if the Delaware Service is not used in accordance with Schedule [1.

3.1bis Third-Party Code. Delaware Software may contain or be provided with components which are licensed from third parties (“Third Party Code”), including components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). Open Source Software may be identified in the Documentation, or in a list of the Open Source Software provided to you upon your written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software components, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

3.2 Restrictions. You shall not, and shall not knowingly allow any third party to, (a) modify, copy, or otherwise reproduce the Delaware Service in whole or in part; (b) permit access to the Delaware Service through Internet links, frames, or content mirrors (other than through your own intranet system or otherwise for its own internal business purposes) or attempt to gain unauthorized access to the Delaware Service or related systems or networks; (c) translate, modify or create a derivative work of any part of the Delaware Service or otherwise create a competing service by using the Delaware Service; (d) perform unauthorized penetration testing or vulnerability scans; (e) damage, disable, overburden or impair Delaware Service or any other party’s use of the Delaware Service; (f) sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Delaware Service or make any Delaware Service Generated Data derived from the Delaware Service available to any third party except as permitted in this Agreement; (g) enable access to Delaware Service for a greater number of Authorized Users than the sum quantity of subscriptions purchased on the applicable Ordering Document(s); (h) interfere with or disrupt the Delaware Services or the Delaware Service Generated Data therein; (i) disclose any Confidential Information, as defined below, of Delaware to any third party unless compelled by law; and (j) use the Delaware Services for any unlawful purpose.

3.3 Delivery and access. Delaware will provide you with a log-in for the Authorized Users. You shall comply with and shall ensure that its Authorized Users will comply with the Acceptable Use Policy as set out in Schedule 2. You will remain responsible for the use the Authorized Users make of the Delaware Service.

3.4 Audit. During the Term you shall permit Delaware’s personnel, agents, representatives or consultants, to examine and audit the Delaware Service deployment and usage, your facilities, infrastructure and equipment where the Delaware Service is accessed and used, to inspect (and request) all necessary records and information strictly related to the Delaware Service within the scope of the Agreement and this upon reasonable advance notice of at least 5 workdays during regular business hours and without significant disruption of your business to determine whether you are being conducted and fees are being paid in accordance with the provisions of this Agreement. Such audits shall in principle be limited to one audit per twelve-month period, unless certain indications of irregularities would justify a specific audit at an earlier point in time. Any discovered overdeployment or unauthorized transfer of subscription or usage will be charged for the complete Term and, to the sole discretion of Delaware, at a rate between 100 and 200% of the contractually agreed fee.

3.5 Maintenance, Updates and Upgrades. During the Subscription Term, (a) Delaware shall exercise commercially reasonable efforts promptly to correct any Bug in the Delaware Service to perform according to its specifications and requirements set forth in the Documentation and (b) you shall pay the fees set forth in Section 2.0 (Fees). In order to permit Delaware to provide support and maintenance, you shall: (i) when reporting a Bug, include all reasonable information that is available to you; (ii) provide Delaware with reasonable information and cooperation, including, as the case may be, providing the necessary facilities or entrance to your systems (remotely or on-site), infrastructure or locations. During the Subscription Term, Delaware shall provide you with access to all new versions, updates and upgrades of the Delaware Service (collectively, “Upgrades”), without additional charge, promptly after commercial release. Upon delivery to you, Upgrades will become part of the Delaware Service and will be subject to the provisions of Section 3.1 (DelawareService) and the other provisions of this Agreement. If the Delaware Service is replaced by an Upgrade, you agree to promptly discontinue use of the replaced Delaware Service. Except if otherwise provided by Delaware, maintenance does not include assistance for Delaware Service which has been replaced by an Upgrade.

4.0 Intellectual property rights and indemnification.

4.1 Intellectual property rights. Notwithstanding anything to the contrary contained herein, except for the limited subscription or usage rights expressly provided herein, Delaware owns and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to Delaware Service, and all components used to enable the Delaware Service, all modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited right to access and use Delaware Service, and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.

4.2 Indemnification. Delaware shall, at its own expense and subject to the limitations set forth in this Article 4.0, defend you from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (collectively "Claims") alleging that the Delaware Service, as used in accordance with this Agreement, infringes third party copyrights and shall hold you harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable legal fees) (collectively, "Losses") to the extent based upon such a Claim.

4.3 Exclusions. Excluded from the above indemnification obligations are Claims to the extent arising from: (a) use of the Delaware Service in violation of this Agreement or applicable law, (b) use of the Delaware Service after Delaware notifies you to discontinue use because of an infringement claim, (c) uploading or inputting by you of copyrighted materials, (d) modifications to the Delaware Service not made by Delaware, or (e) use of the Delaware Service in combination with any software, application or service made or provided other than by Delaware.

4.4 Process. If a Claim of infringement as set forth above is brought or threatened, Delaware shall, at its sole option and expense, use commercially reasonable efforts either: (a) to procure a license and/or subscription right that will protect you against such Claim without any cost to you; (b) to modify or replace all or portions of the Delaware Service as needed to avoid infringement or, (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to you a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Subscription Term. The rights and remedies granted to you under this Article 4.0 state Delaware’s entire liability, and your exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party.

4.5 In the event of a potential indemnity obligation under this Article 4.0, you shall: (a) promptly notify Delaware in writing of such Claim; (b) allow Delaware to have sole control of its defense and settlement; and (c) upon request of Delaware, cooperate in all reasonable respects, at Delaware’s cost and expense, with Delaware in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Article 4.0 are expressly conditioned upon your compliance with this Section 4.5, except that failure to notify Delaware of such Claim shall not relieve Delaware of its obligations under this Article 4.0 but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Article 4.0 shall survive termination of this Agreement.

5.0 Confidential Information

5.1 Use of Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including Delaware Service), pricing, documentation or technical information provided by Delaware (or its agents), performance information relating to the Delaware Service, and the terms of this Agreement shall be deemed Confidential Information of Delaware without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both Delaware and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek and obtain appropriate equitable relief in addition to whatever other remedies it might have at law.

6.0 Suspension

6.1. Delaware has the right to suspend access to the Delaware Service for all or part of the Authorized Users if: (i) you or its Authorized Users have violated the AUP (Acceptable Use Policy) set out in Schedule 2 in a way that may lead to harm or adverse effects or threatens to lead to harm or adverse effects on the Delaware Service, other users, or networks, systems or infrastructure; (ii) Delaware has to perform (emergency) maintenance on the Delaware Service that cannot be performed without suspending or limited access.

6.2. In so far possible, Delaware will provide prior written notice of its intention to suspend all or part of the (access to the) Delaware Service and the expected duration. Delaware will limit the suspension to what is strictly necessary in order to remedy or mitigate the situations as set out in the previous paragraph. If the suspension is caused by an Authorized User, Delaware will only suspend the responsible Authorized User until the cause of suspension has been remedied.

7.0 Term and Termination.

7.1 Subscription Term. Unless sooner terminated as provided herein, your right to access and to use the Delaware Service expires at the end of the applicable Subscription Term set out in the Ordering Document. Subscription Terms may be renewed in an Ordering Document or as otherwise mutually agreed by the parties. 

7.2 Term of Agreement. This Agreement commences on the Effective Date and expires at such time as all Subscription Terms and Delaware Service subscriptions hereunder have expired in accordance with their own terms (the “Term”). Either party may terminate this Agreement (including all related Ordering Documents): (a) if the other party fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach including without limitation your failure to pay, provided that Delaware may terminate this Agreement and Delaware Service subscriptions immediately upon any breach of Section 3.2 (Restrictions); (b) if you cease operation without a successor; (c) in order to comply with applicable laws, regulations, or request of governmental entities, including applicable foreign import and export controls; or (d) if you seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against you (and not dismissed within sixty (60) days). Unless otherwise specified herein, termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

7.3 Termination. Upon any expiration or termination of this Agreement, you shall cease any and all access to and use of any Delaware Service and immediately pay any outstanding fees due hereunder. As from the effective date of termination, the Parties will cease using the other Party’s Confidential Information and intellectual property rights, unless in so far permitted by this Agreement.

8.0 Limited Warranties and Disclaimer.

8.1 Limited Warranty. Delaware warrants that the Delaware Service will conform to the requirements and specifications as described in the Documentation and will function in accordance therewith through the Warranty Period as from the delivery of the Delaware Service. During the Warranty Period Delaware will correct Bugs in the Delaware Service that have been notified by you free of charge.

8.2 Exclusions. The warranty is dependent on you complying with your obligations as set out in this Agreement. The above warranty shall not apply in the following cases: (a) if Delaware Service is used with unsupported Equipment; (b) if any modifications are made to Delaware Service by you or any third party; (c) to defects in Delaware Service due to accident, abuse or improper use by you; or (d) to any evaluation version or other Delaware Service provided on a no charge or evaluation basis. Delaware makes every reasonable effort to ensure Delaware Service are free of errors but does not warrant Delaware Service or its features are accurate.

8.3 Disclaimer of Warranties. Delaware does not warrant that your use of the Delaware Service will be secure, timely, uninterrupted, error free, accurate, free of viruses or other harmful components compatible with any hardware or system software configuration, or will meet your requirements. The warranties stated in Section 8.1 above are the sole and exclusive warranties offered by Delaware. There are no other warranties or conditions, express or implied, including without limitation, those of merchantability, satisfactory quality, course of performance, course of dealings or usage of trade, fitness for a particular purpose or non-infringement of third party rights. Except as stated in Section 8.1 above, the Delaware Service is provided to you on an “as is” and “as available” basis, and is for your internal business use only.

8.4 Notification. In the event that during the Term of this Agreement, either party becomes aware of a Bug, an event, occurrence, error, defect, or malfunction in the Delaware Service that has been identified as causing or having the potential to cause material issues for you, it will notify the other party. For such notification, you will do so by email to a specific mailbox for Delaware B2B Portal service support. Upon receipt of such notification, Delaware will exercise its best efforts to promptly provide you with written notice of the event, occurrence, error, defect, or malfunction and the possible adverse effect and proposed remedy (if any).

9.0 Limitation of Liability

9.1 Exclusion of Damages. Except to the extent otherwise provided by mandatory law, neither party shall be liable to the other party or any third party claiming though the other party for lost profits or revenue or for incidental, consequential, punitive, special, reliance or exemplary damages, or indirect damages of any type of kind however caused, including without limitation, loss of data, use or interruption of business, whether from breach of warranty, breach or repudiation of contract, tort negligence, or any other legal cause of action from or in connection with this Agreement (and whether or not the party has been advised of the possibility of such damages).

9.2 Limitations of Liability. Except with regard to amounts due under this Agreement, the maximum liability of Delaware to you whatsoever arising out of or in connection with any subscription, use or other employment of the Delaware Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of twelve (12) months in subscription fees applicable at the time of the event.

10.0 Data Protection and Security

10.1 Data Protection: Each Party shall, at all times, comply with its respective obligations under all Applicable Data Protection Laws in relation to all personal data that is being processed under the Agreement. Insofar Delaware, in its capacity of processor, would process personal data on behalf of you, you will, in your capacity of controller, remain responsible for setting out the purpose and means of the processing and Delaware will respect all reasonable instructions provided by you in relation thereto. Parties shall, upon either Party’s first request, enter into a data processing agreement.

10.2 Delaware, as the operator of the Delaware Service, will collect, have access to and analyze Customer Data and Service Generated Data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You grant Delaware the right to host the Customer Data and the Service Generated Data solely for the purposes of operating the Delaware Service for your benefit pursuant to the terms and conditions of this Agreement. “Customer Data” means information collected and mined from, submitted by, or entered by you or by Delaware on behalf of you.

10.3 Security: Delaware undertakes to maintain adequate technological and procedural security measures in accordance with best industry practice. You acknowledge that the Internet is an open system and Delaware cannot and does not warrant or guarantee that third parties cannot or will not access the Delaware Service using your user identification and/or intercept, delete or modify Customer Data or Service Generated Data.

10.4 Password: You are responsible for maintaining the confidentiality of your user identification(s) and password(s). The user identifications and passwords are strictly personal and attached to each individual identified by you as a user. You agree that Delaware has no liability with regard to the use of such user identifications or passwords by third parties, but only to the extent such use results from you failing to maintain the confidentiality of your user identification(s) and password(s) as provided herein.

11.0 General Provisions

11.1 Assignment. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that Delaware may assign without consent to a related entity or the successor of all or substantially all of the assignor's business or assets to which this Agreement relates.

11.2 Independent Contractors. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Delaware reserves the right to name you as a user of the Delaware Service.

11.3 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

11.4 Entire Agreement. This Agreement, including any Ordering Document, shall constitute the entire understanding between you and Delaware and is intended to be the final and entire expression of their agreement. The parties expressly disclaim any reliance on any and all prior discussions, proposals, emails and/or agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by you in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Delaware to object to such terms, provisions, or conditions.

11.5 Amendments. The Agreement shall not be modified, or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, or by a properly executed Ordering Document.

11.6 Governing Law and Courts. This Agreement shall be governed in accordance with the laws of Belgium. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Delaware Service) shall be subject to the exclusive jurisdiction of the enterprise court located in Kortrijk.

11.7 Waiver. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach.

11.8 Force Majeure. Neither party shall be liable for any loss or delay resulting from any event or series of events that are out of the affected party's reasonable control, including, but not limited to, riot, (civil) war, invasion, hostilities, unilateral changes to Open Source Software, fire, earthquakes, floods, other physical natural disaster (excluding unfavorable weather) (acts of) terrorism, pandemics, epidemics, governmental measures, general strikes or industrial disputes which affect an essential part of the Delaware Services and any payment date or access to Delaware Service date shall be extended to the extent of any delay resulting from any force majeure event.

11.9 Survival. Articles 4, 5, 7, 8, 9 and 10 shall survive the termination or expiration of this Agreement.

11.10 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement executed by both parties.

12.0 Schedules to the Agreement

The following Schedules form an integral part of this Agreement.

Signature page follows on the next page

DELAWARE

_____________________________________

By (Signature)

_____________________________________

Name (Print)

_____________________________________

Title

_____________________________________

Date

Address: ____________________________

____________________________

Phone: ______________________________

Fax: ________________________________

Email: _______________________________

[_______________]

____________________________________

By (Signature)

____________________________________

Name (Print)

____________________________________

Title

 

____________________________________

Date

Address: ____________________________

____________________________

Phone: ______________________________

Fax: ________________________________

Email: _______________________________

Schedule 1

Description of Delaware Service Specifications and Requirements

B2B Portal Service Description:

Module A: Webshop.

Module B: Invoice Tracking.

Module C: Order Tracking.

Module D: Integration Template.

Module E: Payment Module

The Delaware Service will be available via a supported browser via an URL provided by Delaware.

Standard Supported Browsers: Microsoft Edge, Google Chrome, Mozilla Firefox 

 

Schedule 2

Acceptable Use Policy

  1. General

This AUP sets out the obligations and responsibilities of the Customer in connection with the use of the Delaware Service. The Customer shall ensure and warrants that the Authorized Users are made aware of these obligations and responsibilities and that they comply with them in their usage of the Delaware Service.

  1. (Mis)use

The Customer is only entitled to use the Delaware Service for its intended purpose and to only use the Delaware Service in conjunction with the Equipment and materials as are needed to derive the benefit of the Delaware Service.

The Delaware Service may not be used for illegal or irresponsible actions. The following is, in any event (non-exhaustive), considered to be illegal or irresponsible:

(a) using the Delaware Service to cause harm to minors (e.g. child pornography);

(b) sending, spreading, publishing, displaying materials which (i) endanger a person’s security or health or which could harm institutions, the public safety or public health; (ii) are excessively violent or which incite violence, threaten with violence, having a harassing content or contain hate generating comments; (iii) promote illegal drugs, violate the export regulations or that are connected to illegal gambling or illegal arms trafficking; to disrupt the systems in the network and/or Solution and/or to disrupt the network Delaware Services or network communications (iv) any material (via uploading or otherwise) that infringes any copyright, trademark, patent, trade and/or other secrets or other (intellectual) property rights of third parties;

(c) using the Delaware Service to make fraudulent offers, to buy or sell fraudulent goods or Delaware Services or to promote scams;

(d) collecting or using (i) (personal) information without the permission of the owner of the information; (ii) e-mail addresses; screen names; e-ID cards, payment card and/or credit cart data or other user identification without the permission of the identified person, including but not limited to phishing, internet scamming, theft of passwords, spidering or harvesting; to deliberately spread viruses or to introduce other types of malicious programs into the network or system which aim to harm (or threaten to do so) the systems, software or date of third parties;

(e) exploiting the Delaware Service to gain access or attempt to gain access to the accounts of third parties;

(f) violating the integrity of computer- and network systems; including developing or using programs that hinder other users or to infiltrate in and/or damage a computer, a computer system or a network or which alter the software components of a computer, a computer system or a network;

(g) gaining or attempting to gain access to the accounts of third parties, or to infiltrate or attempt to infiltrate in the security of the computer software or hardware, electronic communication systems of the Delaware Service or a third party.

  1. Security

In order to protect the Delaware Service, the Customer shall be responsible for:

(a) ensuring that access is only provided to the Authorized Users and that the Authorized Users only have access to their accounts;

(b) protecting and keeping safe the log-in credentials;

(c) ensuring that the Delaware Service is only used in accordance with the proper Equipment;

(d) ensuring the Equipment contains the necessary protection measures (e.g. anti-virus software, firewalls, etc.);

It is prohibited:

(a) to bypass the user identification or security of the Delaware Service, network or account or to provide itself or Authorized Users unauthorized access to data and/or to provide itself or the Authorized Users access to data which was not meant for it;

(b) to login to or make use of a server or account of which the Customer or the Authorized Users have no access to;

(c) to make use of tools which are designed to bypass or break security measures or to introduce or make use of tools designed to create excessive requests (e.g. (distributed) denial of Delaware Service attacks) to bring down the SaaS.

  1. Breach of this AUP

The Customer recognizes and accepts that compliance with this AUP constitutes an essential obligation of the Agreement. As such, Delaware shall be entitled to terminate the Agreement in case of breach or non-compliance with this AUP.

Without prejudice to any liability provisions, in the event that the Customer or its Authorized Users breach this AUP, the Customer shall also defend, indemnify and hold harmless Delaware for any damages, losses, expenses, liabilities or claims that Delaware might incur as a result.

A breach of this AUP might also lead to criminal and/or civil prosecution. The Customer recognizes and accepts that Delaware will comply with the competent authorities and/or relevant third parties to investigate criminal and other undesirable activities relating to the (mis)use of the SaaS.

Schedule 3

Statement of Work

This Statement of Work Number __ (this “SoW”) is entered into pursuant to the ___________ [date] Software-as-a-Services Subscription Terms Of Use (the “Agreement”) by and between Delaware Consulting, with registered office at Kapel ter Bede 86, 8500 Kortrijk and with company number 0479.117.543 (RLE Ghent, division Kortrijk) (“Delaware”) and ______________, with registered office at [ADDRESS] and with company number [XXX] (RLE XXX, division XXX) (“Customer”).

This SoW is incorporated into the Agreement. In the event of any conflict with this SoW, the main body of the Agreement will govern. The provisions of this SoW govern only the subject matter hereof and not any other subject matter covered by the Agreement. Capitalized terms not otherwise defined in this SoW will have the meaning given in the main body of the Agreement.

  1. Professional Services & Deliverables. Delaware shall provide the following services:
    Hosting, Extended Support, Set-Up, giving workshops on following topics: Fit Gap Analysis, Styling, Configuration, Integration and Validation. As well as providing the appropriate profiles to hold these sessions.
  2. Customer Cooperation. Customer shall reasonably cooperate with Delaware in the provision of services and shall provide the following assistance to Delaware:
    Providing the appropriate profiles to attend the workshops as described above: Fit Gap Analysis, Styling, Configuration, Integration and Validation.

This SoW is effective as of the date last signed below by authorized representatives of each party.

DELAWARE

_____________________________________

By (Signature)

_____________________________________

Name (Print)

_____________________________________

Title

_____________________________________

Date

Address: ____________________________

____________________________

Phone: ______________________________

Fax: ________________________________

Email: _______________________________

[_______________]

____________________________________

By (Signature)

____________________________________

Name (Print)

____________________________________

Title

 

____________________________________

Date

Address: ____________________________

____________________________

Phone: ______________________________

Fax: ________________________________

Email: _______________________________