1. The contract has a fixed term and runs by default for one year from the invoice date. Any deviation from this is stated in the remarks. The Licence for Toolmaster is granted solely to enable the Client and its Users to make use of the Application Services, to the exclusion of any other purpose.
2. This Agreement is tacitly renewed for the same period at the end of the contract. Either Party may terminate the contract by written notice to the other party, provided that notice is given at least one month before the tacit renewal.
3. When monthly or quarterly payment is chosen, no annual discount is granted and the monthly rate applies.
4. The parties have agreed that prices may fluctuate by no more than 5% per year.
5. A request for technical assistance is answered within a reasonable term – hours worked on those questions are charged at 70 euro per hour, except during the first three months of the contract. Questions can be sent to tom@toolmaster.io.
6. All data on Toolmaster is accessible only to the user. Toolmaster protects that data.
7. Both parties refrain from recruiting any employee of the other Party, or from having that employee work for them directly or through an intermediary, without the express prior consent of that other Party.
8. Both parties declare that they are fully authorised to enter into this agreement. The performance and obligations of both parties will not infringe the rights of any third party or any other agreement between the parties, individually, and any other person, organisation or company, nor violate any law or government regulation.
9. Both parties agree to indemnify and hold harmless the other party, its respective affiliates, officers, agents, employees and permitted successors and assigns against all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever arising from the negligence of, or the breach of this Agreement by, the indemnifying party, its respective successors and assigns, occurring in connection with this Agreement. This section remains in full force, including after termination of the Agreement by its natural expiry or by early termination by both parties.
10. In no event will either party be liable to the other party or to any third party for any damage resulting from any part of this agreement such as, but not limited to, loss of receipts or of anticipated profit or loss of business, costs of delay or failure of delivery, that is not related to or the direct result of the negligence or breach of a party. This waiver is valid for the entire term of the Contract and for 12 months after its termination.
11. In the event of late payment, a penalty of 50 Euro per month is charged for follow-up and administration.