Purchase Conditions

PLEASE READ CAREFULLY BEFORE PURCHASING THE SOFTWARE LICENSE RIGHTS AND USER ACCESS RIGHTS.

BY PURCHASING THE SOFTWARE LICENSE RIGHTS AND USER ACCESS RIGHTS AND USING THE SOFTWARE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE PURCHASE CONDITIONS FORM PART OF THE AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE SOFTWARE LICENSE RIGHTS AND USER ACCESS RIGHTS.

The Lienion Purchase Conditions apply between:

INFANION BVBA, a Belgian limited liability company, with its registered offices at Peulisbaan 27, 2820 Bonheiden, Belgium, with company number 0882.782.845, registered in the RLE Antwerpen, division Antwerpen, hereafter referred to as ‘The Lienion team’.
And
CUSTOMER, as mentioned on the Order Confirmation Form sent to the customer after completing the purchasing process.

Effective Date:- as mentioned on the Order Confirmation Form sent to the customer after completing the purchasing process Initial Term: 1 year, 2 years, 3 years or 4 years from the Effective Date as mentioned on the Order Confirmation Form sent to the customer after completing the purchasing process.

This Agreement (“Agreement”), dated as of the Effective Date, governs the use by Customer of the Lienion software and its User Access Rights for the User Accounts, provided by THE LIENION TEAM to Customer.

The Agreement executed by the parties includes (1) each Order Confirmation Form that provides the number of Users and User Accounts ordered, the Initial Term of such usage and the amounts and fees due, as well as the payment terms that apply for the use of the Software and the number of User Accounts purchased by Customer from THE LIENION TEAM, (2) the Lienion Purchase Conditions and (3) the General Terms and Conditions, which can be found at https://apps.lienion.com/general-terms-and-conditions, as in effect from time to time. In the event of conflict among terms, the order of priority shall be the Order Forms, the Lienion Purchase Conditions, and then the General Terms and Conditions.

All terms mentioned with Capitals in these Lienion Purchase Conditions shall have the meaning as provided in the General Terms and Conditions.

1. THE LIENION TEAM agrees to sell and provide the software license and the User Access Rights for the Software and the number of User Accounts as described in each Order Confirmation Form, and Customer agrees to pay for the software license and the User Access Rights and User Accounts ordered and to comply with the terms and conditions set forth in these Lienion Purchase Conditions, each Order Confirmation Form, and the General Terms and Conditions. The software license and the User Access Rights – User Account shall only be for use in connection with Customer's business purposes. The Fees for the software license and the User Accounts, and the Initial Term for its use, are shown in the Order Confirmation Form. Subsequent purchases of User accounts or additional modules for the Software, or extensions of the Initial Term shall be made subject to the terms and conditions of this Agreement.

2. The Initial Term of the software license and the User Access Rights for the Software and User Accounts is indicated in the Order Confirmation Form and these Lienion Purchase Terms. The User Accounts may be accessed and used only by the number of Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users and for the agreed Term. For each User, Customer will be provided a user name (User ID) and password, which enables the number of Customer's Users to access the Software. Following expiration of the Initial Term, the Term can be renewed for successive periods of one (1) year, two (2), three (3) or four (4) years based on a new Order Confirmation Form.

3. THE LIENION TEAM grants to Customer a limited, non-exclusive, terminable, non-transferable license to use the Software during the Initial Term, or any extension thereof in accordance with the General Terms and Conditions.

4. All Order Confirmation Forms completed and approved pursuant to this Agreement, constitute together with these Lienion Purchase Conditions, and the General Terms and Conditions the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior agreements or communications with respect to the subject matter hereof.

5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the software license, the User Access Rights for the Software and the number of User Accounts indicated in each Order Form.

6. In addition to the initial Order Form, the parties may enter into one or more additional or successive Order Confirmation Form. All terms and conditions set forth in this Agreement are automatically incorporated in, and deemed part of, each such additional and/or successive Order Confirmation Form.

7. In case the Customer has not paid online when completing the purchasing process, the Customer agrees to pay within 30 days after the order confirmation date as mentioned in the Order Confirmation Form. THE LIENION TEAM reserves the right to not grant access to the Software as long as the Customer has not paid.

Customer agrees to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the license rights and the User Accounts under this Agreement (exclusive only of taxes based on net income derived by THE LIENION TEAM), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the license rights and the User Accounts. Customer agrees to hold THE LIENION TEAM harmless from all claims and liability arising in connection with Customer's failure to report or pay such taxes.

In the event that Customer is in default with any payment due under this Agreement, including these Lienion Purchase Conditions and any Order Confirmation Forms completed and approved thereunder, THE LIENION TEAM shall be allowed to charge an interest of one per cent per month, calculated on the amount due from the due date until the date of full payment.

In the event a petition for bankruptcy is filed by or against Customer, then, to the extent permitted by applicable law, THE LIENION TEAM shall have the right to exercise one or more of the following remedies: (a) to declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Initial Term or a successive term; and/or (b) to terminate this Agreement as to any or all of the Order Confirmation Forms.

All remedies of THE LIENION TEAM hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of THE LIENION TEAM to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by THE LIENION TEAM of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.

8. Any software that is made available is governed by the terms of the General Terms and Conditions, which accompany or are included with the Software. In order to use the Software, the Customer and each User must first agree to these General Terms and Conditions prior to be able to use and access the Software and/or its User Account.

9. Failure to perform by reason of any law, natural disaster, labour controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.

10. THE LIENION TEAM shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by events of force majeure, such as but not limited to strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.

11. If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.

12. No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

13. This Agreement shall be construed and enforced under the laws of Belgium, without reference to the choice of law principles thereof. Customer hereby consents to and submits to the jurisdiction of the courts located in Antwerp - Belgium. User waives any defences based upon lack of personal jurisdiction or venue, or inconvenient forum