1.

Introduction

1.1

Bar Buddie is a Platform of Sale (“POS”) application as a service and a registered trademark of BIT Services B.V..

1.2

BIT Services B.V.. is a private company with limited liability (besloten vennootschap) incorporated under the laws of Belgium, with corporate seat in Deurne, Belgium and its offices in (2100) Deurne at Sint Rochusstraat 119 and registered with the trade register of the Chamber of Commerce under number 840891119 (“BIT Services B.V.”).

2

License by Bar Buddie

2.1

Bar Buddie hereby grants you a right to install and use its POS for orchestrating and administering sales transactions and orchestrating associated value-adding services delivered by BIT Services or third parties (the “Purpose”). You agree to only use it for this Purpose (and no other Purpose).

2.2

This License is non-exclusive, non-sublicensable, non-transferrable and revocable.

2.3

This License also grants the right to access third-party applications (for loyalty, personnel management, accounting, etc.) that will also be made available via the POS.

3

TERM AND DURATION

3.1

This License Agreement becomes effective as soon as you agree to a paid Bar Buddie account (whether this is through our website, app, extensions or other services).

3.2

The License Agreement term is determined by the type of subscription and the subscription duration. This is either pay-as-you-go and/or monthly or annually (unless otherwise agreed in writing)

3.3

It shall be automatically renewed each billing period (monthly or yearly) and shall continue until terminated by you or Bar Buddie.

3.4

Upon termination, Bar Buddie services will continue to be available to you until the end of the current billing period, unless otherwise stated in writing

4

Free trial

4.1

Bar Buddie will make one or more services available to you to use on a trial basis free of charge until:

1. the end of the trial period; or
2. the start date of any of the paid services chosen by you (“Paid Services”).

5

Paid services and invoicing

5.1

Bar Buddie will be available for a periodic fee (pay-as-you-go and/or monthly or yearly, unless otherwise agreed) – full pricing information is available at https://barbuddie.com/#pricing. For customers on-boarded via select partners of Bar Buddie, the partner license-agreement will specify pricing and the Bar Buddie pricing is not applicable for the services provided directly by these partners.

5.2

Bar Buddie shall invoice at the start of each billing period (recurring on the first day of each month or year). Invoices shall, unless otherwise agreed in writing, be paid within 14 days of receipt.

5.3

Bar Buddie will notify you in advance if it changes its prices:

1. if you are using its Paid Services for a fixed price, the paid services will only be charged for the new price once the fixed price period has ended, unless Bar Buddie and you agree otherwise;
2. if your Paid Services are offered to you on a monthly basis, Bar Buddie will give you a 30 days’ notice before any price change.
3. If you are using its Pay-as-you-go paid services, the paid services will be automatically charged on a monthly basis against a valid registered credit card.

5.4

If you do not agree with the price change, you may stop using the Paid Services before the new price will come into effect or before the end of the current fixed price period.

5.5

In case of early termination there shall be no refund.

5.6

The client shall pay the amount due in euros (or the currency specified on the invoice) via the ‘Pay’ link on the invoice in the Bar Buddie dashboard, or (if agreed in writing) via a direct transfer to the IBAN specified by Bar Buddie on the invoice.

5.7

VAT, if applicable, shall be specified on the invoice.

5.8

You shall pay an advance, if Bar Buddie shall request one.

5.9

In case of late payment, you shall owe Bar Buddie an interest equal to the legal interest (wettelijke rentevoet) plus 1%, without any notice being required.

5.10

You shall reimburse any collection costs (whether or not extrajudicial). The costs are established at 15% of the amount of the invoice, with a minimum of EUR 40. Collections are made via HBSV advocaten and their payment terms are available at https://www.hbsv-law.be/nl/rechtsdomeinen/incasso-en-debiteurenbeheer

5.11

Bar Buddie may suspend its services, for as long as an invoice remains unpaid after expiration of its due date. A dispute over the invoice shall not constitute a valid reason to withhold or suspend payment.

5.12

You shall not be allowed to set-off any debt to Bar Buddie against a claim that you may have against Bar Buddie.

6

License by you

6.1

Bar Buddie and its additional services enable you to upload your own content and have your customer data run through its POS (collectively “Content & Data”).

6.2

Your Content & Data remains yours and may be used by you for any lawful business purpose during your subscription term, provided you may not resell or license any Bar Buddie materials or content or otherwise violate this Agreement.

6.3

Bar Buddie will use your Content & Data solely for providing its services to you and for no other reason. In order to do so, you provide Bar Buddie with a worldwide, non-exclusive, royalty free license to use all or any of your Content & Data for that Purpose.

6.4

You represent and warrant that you either own your Content & Data or have all the necessary rights and permissions to grant such license and that Bar Buddie’s use thereof will not violate any rights of any person or entity.

6.5

Bar Buddie retains the right to use or distribute any aggregated data.

6.6

Bar Buddie can, at its discretion, use your business logo on its website or in other promotional materials.

7

Intellectual property

7.1

All IP-rights relating to Bar Buddie are and will remain the sole property of BIT Services – or BIT Services’ suppliers for that matter.

7.2

Bar Buddie invites everyone to use its POS, provided that they will not infringe Bar Buddie’s IP-rights – or the rights of their suppliers – in any way. In particular, but without limitation, you may not sell, redistribute, transfer, sublicense, copy, modify, decompile, reverse engineer, disassemble, attempt to derive the source code of or create derivative works of (any updates or any part of) the application (except as may be permitted by the licensing terms governing use of any open sourced components included with Bar Buddie).

8

Additional provisions for developers

8.1

For developers approved by Bar Buddie to develop third-party applications, an authentication key will be provided to access the POS APIs. In addition to the provisions in this Agreement, to which they will be bound, the approved developers will be granted the right to access the APIs and develop applications using the POS features.

8.2

They will:

1. ensure that their clients abide by the provisions in this Agreement (giving Bar Buddie a direct claim against their clients); or
2. be liable if their clients do not use Bar Buddie in accordance with the terms of this Agreement.

9

Confidentiality

You shall at all times maintain the confidentiality of any confidential information acquired, learned from or provided by Bar Buddie and shall not disclose it to any third parties (during the term of this Agreement or following the expiration or termination thereof).

10

Termination

10.1

This Agreement shall continue to apply until terminated in accordance with this clause 10.

10.2

You may terminate this Agreement at any time, simply by ceasing to use Bar Buddie and, if you use a Paid Service, by canceling your subscription. The termination shall be effective at the end of the then current billing period.

10.3

Bar Buddie may terminate this Agreement at any time in case:

1. you have breached this Agreement in any way;
2. one or more of Bar Buddie’s services – offered by a partner – can’t be delivered to you any longer since the partnership has been terminated;
3. Bar Buddie, in its sole discretion, deems it no longer commercially viable to offer (certain of its) services to you; or
4. Bar Buddie is required to do so by law.

10.4

Notwithstanding termination (and regardless the reason for termination) clause 6 (license by you), 7 (intellectual property), 8 (special provision for independent developers), 9 (confidentiality) and 12 (limitation of liability) shall remain in full force and effect.

11

No warranty

We do our utmost to keep all information correct and up-to-date and provide a great user experience. Not withstanding this effort, Bar Buddie is provided to you ‘as is’ and we make no warranty or representation with respect to our services.

12

Limitation of liability

12.1

We shall not be liable, except in case of willful intent or gross negligence of BIT Services or its directors.

12.2

If we are found to be liable, we will never be liable for indirect or consequential damages, including (but not limited to) loss of turnover or profit.

12.3

BIT Services may hire third parties for the execution of its services, without requiring your prior consent. BIT Services shall only be liable for any shortcoming of any of such third party, if and to the extent such third party is liable towards BIT Services and BIT Services has been able to recover such damages from the third party.

13

Miscellaneous

13.1

If a provision of this Agreement is or becomes void (nietig), voidable (vernietigbaar) or otherwise non-enforceable (niet afdwingbaar):

1. such provision will be deemed to have been replaced with a valid and enforceable provision that most closely mirrors the intent and content of the original provision; and
2. the other provisions of this Agreement shall remain unchanged.

13.2

If Bar Buddie should not always strictly enforce a right under this Agreement this shall not imply that Bar Buddie would waive such right.

13.3

Bar Buddie may transfer this Agreement in whole or in part to a third party (and you hereby irrevocably and unconditionally consent to such transfer).

13.4

In case of questions Bar Buddie can be reached by sending an email to info@barbuddie.com.. We will be happy to assist.

14

Applicable law and jurisdiction

14.1

Belgian law is applicable to this Agreement.

14.2

A dispute will be submitted to the competent court in Antwerp.