IT
IS IMPERATIVE TO READ AND ACCEPT
FORMALLY THE PRESENT FREE SOFT S.A.
GENERAL TERMS AND CONDITIONS FOR
THE ACQUISITION OF THE SILHOUETTE
SOFTWARE OPERATING LICENCE.
1 Scope
These general
conditions apply to all offers, services and other operations of all kinds.
Installing the Silhouette software and entering into relations with FREE
SOFT S.A. implies the Client's acceptance of these GENERAL CONDITIONS
and the renunciation of his own general conditions, where these may exist,
and which in no case are enforceable against FREE SOFT S.A.. In the event
the Client's general conditions should contain a clause similar to the
present, only the FREE SOFT S.A. GENERAL CONDITIONS shall apply. The FREE
SOFT S.A. GENERAL CONDITIONS apply to all relations between FREE SOFT
S.A. and the Client until the time of notification of their amendment.
All services shall be rescinded as of right in the event the Client fails
to comply with any of the conditions of operation stipulated in these
GENERAL CONDITIONS.
The fact that a Client has not read and accepted the FREE SOFT S.A. general
conditions in his mother tongue cannot result in their unenforceability
with regard to the said Client.
2 Definitions
Save where
the context does not allow, the following definitions apply in these GENERAL
CONDITIONS:
FREE SOFT S.A.:
a Belgian undertaking incorporated as a public limited company and operating
at 1300 Limal, rue Lon Deladrire, 9, authorised to sell Silhoutte software
to the Client.
The Retailer: The Retailer is the natural or legal person authorised by
Free Soft s.a. to sell activation codes for Silhouette software. Client:
The Client is the natural or legal person who acquires an activation code
for the Silhouette software and who clicks on "I ACCEPT" after
having read and accepted all the FREE SOFT S.A. general conditions during
installation of the software for professional use.
Software:
The Silhouette software, whose operating licence is sold online by FREE
SOFT S.A. or by an approved retailer.
3 Subject
These general conditions govern the sale of the Software by FREE SOFT
S.A. to the Client. In order to obtain an operating licence, the Client
must accept these general conditions.
4 Ownership
The Software is and remains the exclusive property of FREE SOFT S.A. and
is protected by intellectual property law worldwide and throughout the
duration of the protection period granted for software and creations protected
by copyright.
5 Utilisation of
the Licence
5.1 The Client
is authorised to use the Software on only one computer at a time and to
make a single copy of the Software on the said computer.
5.2 The Client
is authorised to make one copy of the Software for back-up purposes only.
All copies remain the property of FREE SOFT S.A. and must be labelled
with a reference to the FREE SOFT S.A. intellectual property rights and
the operating licence.
5.3 The Software
or any copy thereof may not be transferred in any way or under any form,
in whole or in part, and may not be made available to anyone with the
exception of the Client's staff.
5.4 The Software may not be tampered with by reverse engineering, debugging
or reduction in any way to a form legible by humans.
5.5 Save with the prior written agreement of FREE SOFT S.A., it is prohibited
to alter, correct, adapt, improve, translate, rent, transfer under a leasing
agreement, sell, lend, distribute or assign the Software in whole or in
part, in any way or form.
5.6 Violation by the Client of any of these general conditions, and in
particular the present article, shall lead to immediate termination as
of right of the Software operating licence, without notice and without
prejudice to any damage compensation that might be demanded by FREE SOFT
S.A.
5.7 Unauthorised use of the Software, and making available a copy of the
Software to a third party by the Client, will result as of right and without
notice, in the immediate obligation for the Client to pay FREE SOFT S.A.
compensation of which the legal amount is equal to the total of the sums
the Client and the third parties should have paid to obtain the corresponding
licence(s), at the cost in effect at the time or, if the Software is no
longer being marketed, at the last catalogue price plus 5 per cent per
annum.
6 Disputes
In the event of a dispute between the Client and FREE SOFT S.A. arising
out of these conditions, the parties shall endeavour to reach an amicable
settlement through negotiations conducted by high-level representatives
of both sides. In the absence of an amicable settlement, save where an
arbitration agreement is reached, the dispute may be the subject of legal
proceedings. The legal limitation on the Clients actions shall be one
year.
7 Amendment of
the FREE SOFT S.A. general conditions
7.1 SOFT S.A. informs the Client, insofar as necessary, that FREE SOFT
S.A. reserves the right to change or amend from time to time its general
conditions without entitling the Client to demand compensation.
7.2 FREE SOFT
S.A. informs the Client, insofar as necessary, that he shall not be personally
notified of these amendments and that it shall be incumbent upon the Client
to check the FREE SOFT S.A. site from time to time to see whether there
have been any changes to the general conditions.
7.3 The absence of termination by the Client and the latter's ongoing
use of the Software implies, pursuant to the FREE SOFT S.A. general conditions,
the Client's acceptance of the amendments to the said general conditions.
8 Intellectual
property rights
The Client acknowledges
that the content provided by FREE SOFT S.A. on the FREE SOFT S.A. site,
the content of the Software installer, the presentation of the Client
Service (graphic arts, structure, mapping, etc.), titles, photos, videos,
animations, Software, music, sounds, banners or advertising and the logo
(hereinafter collectively referred to as "the original material") of FREE
SOFT S.A. or of advertisers are the property of the latter and are protected
by industrial and intellectual property rights. Consequently, the Client
may not adapt, digitise or modify, personally or by a third party, the
original material, reproduce or have reproduced by a third party the original
material on any type of medium (notably books, newspapers, brochures,
advertising leaflets, post cards, CD-ROM or any other electronic medium)
in any format (ordinary, luxury, paperback or hardback, of any size, in
limited edition or otherwise, diskette, cassette, etc. ) and communicate
or make public, personally or by a third party, the original material,
including by audivisual means or telematics.
9 Liability
9.1 Whatever the circumstances, the liability of FREE SOFT S.A. may only
be invoked in the event of serious negligence or fraudulent intent.
9.2 No compensation shall be paid for any indirect injury, namely financial
injury (loss of earnings, increase of costs, disruption of schedule, defamation,
etc.).
9.3 FREE SOFT S.A. shall not be liable in the event the Software cannot
be downloaded in whole or in part for reasons independent of its intentions
or beyond its control, among others but not limited to fire, theft, flood,
strikes or other social problems, accidental occurrences, disconnection
from the telecommunications network or interruption of service by any
other parties who intervene in the transmission process or supply this
network and/or its terminals or impossibility or technical defects of
the equipment of others or of a service provider used for the Service.
9.4 The Client bears sole liability for the content of the messages he
transmits using the Software and for pecuniary losses or damage that might
result from the use made of the Software.
9.5 FREE SOFT S.A. cannot guarantee that: (I) The Software will meet the
Client's particular expectations or demands; (II) the Software will function
without interruption or free of error; (III) FREE SOFT S.A. will be able
to correct any errors that may exist in the Software.
9.6 FREE SOFT S.A. shall not be liable for the use or destination of the
Software by the Client, in particular but not limited to, all injurious
consequences that might result from the provision of a service or an acquisition
or sale or any other similar transaction between the Client and a third
party that fails for any reason save serious negligence or fraudulent
intent for which FREE SOFT S.A. may be called upon to answer.
9.7 By express
agreement, the Client releases FREE SOFT S.A. of all absolute obligation
with respect to the performances and results of the Software.
9.8 In no case may FREE SOFT S.A. be held liable for any direct, indirect
or accidental injury resulting from faulty use of the Software, ignorance
of the Software and/or its use, or a connection of any kind to another
software programme or hardware.
9.9 FREE SOFT S.A. informs the Client insofar as necessary that the FREE
SOFT S.A. site may contain links or hyperlinks with other sites ("related
sites"). The Client acknowledges that when he clicks on a link or hyperlink
to visit or consult the linked site, a frame may appear containing the
FREE SOFT S.A. logo, advertisements and/or other information. The Client
agrees that FREE SOFT S.A. shall not be liable for the content that appears
on a linked site or for any product or service optimised by the linked
site. An operator independent of FREE SOFT S.A manages the linked site.
9.10 Any proceedings implicating the liability of FREE SOFT S.A. must
be introduced no later than 3 months after the date of the alleged fraudulent
or negligent act. After this period, FREE SOFT S.A. is exempt from all
liability and may not be obliged to pay damage compensation.
10 Client behaviour
- Use of the Service
The Client undertakes and agrees: Not to use the Software for illegal
purposes; To abide by legislation (I) relating to protection of the
general interest, in particular but not limited to, respect for law and
order and morals, protection of health, public security, the protection
of minors, protection against antisocial behaviour, advertising for hazardous
products, non-discrimination on grounds of sex, race or nationality, or
(II) relating to calumny or defamation.
11 Payment of the
Software
The Client, having accepted the present general conditions, will choose
his preferred payment means among those proposed on the FREE SOFT S.A.
site. Immediately upon receipt of payment, FREE SOFT S.A. will send the
Client by e-mail a single Software activation code.
12 Notice or notification
Notices or notifications to a party shall be sent by electronic mail.
13 Autonomy
In the event any of the present conditions is declared null and void or
inapplicable, the other conditions herein remain fully in force, and this
condition shall apply to the full extent allowed by law.
14 Renunciation
No party shall be assumed to have renounced the right to exercise any
of the present conditions unless having expressly done so in writing (electronically
or otherwise).
15 Entirety
These FREE SOFT S.A. general conditions constitute the entire agreement
between the parties relating to the provision of the Software operating
licence.
16 Law applicable
and jurisdiction
These general
conditions are governed, interpreted and enforced in accordance with Belgian
law. The courts of Nivelles, Belgium will have sole jurisdiction for any
dispute that may result in the interpretation or application of this contract.
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