DEFINITIONS
The following definitions (and additional definitions provided below) will apply to these terms and conditions of Saply.ai (the “Terms and Conditions”):
“Saply.ai” (“Saply”) is a limited liability company established, organized and existing under the laws of Belgium, with registered office at Bikkelpad 3, 8400 Oostende, Belgium, and registered with the Crossroads Bank for Enterprises under the company number 1005.269.891;
“Agreement” means these Terms and Conditions together with any Licensing Schedules between Saply and the Customer;
“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with this Agreement. Confidential Information of Saply will be deemed to include the Software Service. Confidential Information of the Customer will be deemed to include the Customer Data;
“Customer” means every legal entity that concludes an agreement with Saply with regard to the Services;
“Customer Data” means data, information or material provided or submitted by Customer or its End Users to Saply whether through the Software Service or otherwise;
“Data Processing Agreement” means the data processing agreement attached hereto as Annex 1;
“Data Protection Legislation” means the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;
“Disclosing Party” means the Party that discloses Confidential Information under this Agreement;
“Documentation” means any documentation provided by Saply concerning the use of the Software Service;
“Effective Date” means the first date that is mentioned on the first Licensing Schedule attached, i.e. the indication of the start of the Initial Term;
“End User” means such persons as may be invited by the Customer to use the Software Service. End Users may be employees or contractors of the Customer as well as (employees or contractors of) subcontractors;
“Fee(s)” means the fee paid by the Customer as a consideration for the Software Service as set forth in the relevant Licensing Schedule;
“Feedback” has the meaning set forth in article 5.3 of these Terms and Conditions;
“Initial Term” has the meaning set forth in article 12.1 of these Terms and Conditions;
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;
“Licensing Schedule” means any form of quotation or other written agreement submitted by Saply to the Customer in which these Terms and Conditions are or are deemed to be incorporated;
“Party” or “Parties” means the Supplier and/or the Customer;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Receiving Party” means the Party that receives Confidential Information under this Agreement;
“Renewal Term” has the meaning set forth in article 12.1 of these Terms and Conditions;
“Services” means the Software Service and/or any other services provided by Saply to the Customer;
“Software Service” means Saply’s software service as further described in the Licensing Schedule and applicable Documentation;
“Term” means each of the Initial Term and the Renewal Term, as applicable;
“Third Party” means any legal or natural person that is not a Party or an End User;
“Third Party Services” means any web-based, mobile, offline or other services, products, software, data, information or materials that are provided by a Third Party or are otherwise not proprietary to Customer or Saply and interoperate or are otherwise provided in connection with the Services;
“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;
SCOPE
2.1. These Terms and Conditions apply to all contracts and Licensing Schedules relating to the use of the Software Service and to the Services between Saply and the Customer, except when special written agreements between Saply and the Customer stipulate otherwise. These Terms and Conditions are deemed to be read, understood and accepted by the Customer when the Customer or its End Users start using the Software Service. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that Saply did not explicitly reject the terms and conditions of the Customer referred to in any contract or Licensing Schedule cannot be interpreted by the Customer as an acceptance by Saply of such terms and conditions.
2.2. Saply reserves the right to make, in its sole discretion, any material or non-material changes to these Terms and Conditions and to the functionality of the Software Service from time to time. Saply will notify the Customer of any material changes. These changes will enter into force fifteen (15) calendar days after written notice from Saply to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement in accordance with article 12.2. Where the Customer has not notified Saply of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.
SOFTWARE SERVICE LICENSE
3.1. License
3.1.1. Subject to this Agreement and timely payment of the Fees by the Customer, Saply grants the Customer and its End Users, for the Term, a renewable, restricted, personal, non-exclusive, non-transferable, non-assignable, license, without the right to sublicense, to access and use the Software Service for the Customer’s internal business purposes. The aforementioned license is granted as of the Effective Date. Customer acknowledges and agrees that Saply can and will only grant a license and will only deliver access to those End Users that have accepted the End User Terms and Conditions.
3.2. Restrictions
The Customer is not allowed to use the Software Service or a component thereof in a manner not authorized by Saply. Within the limits of the applicable law and unless agreed otherwise, the Customer is not permitted to (i) make the Software Service available or sell or rent the Software Service to any Third Parties, unless explicitly agreed with Saply; (ii) adapt, alter, translate or modify in any manner the Software Service; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software Service to any Third Party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Software Service; (vi) intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the Software Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Software Service.
3.3. Third Party Services
3.3.1. The Services may contain features designed to interoperate with Third Party Services. To use such features, Customer may be required to obtain access to such Third Party Services from their providers and may be required to grant Saply access to Customer’s account for such Third Party Services. If Customer installs or enables Third Party Services for use with the Services, Customer grants Saply permission to allow the provider of that Third Party Service to access and use Customer Data as required for interoperation of that Third Party Service and the Services, and/or for the provision of the Software Service.
3.3.2. Saply cannot guarantee the continued availability of such Third Party Service features and may cease providing them without entitling Customer to any refund, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to Saply.
3.3.3. Customer acknowledges that (i) Third Party Services providers are not Saply’s agent, subcontractor or sub-processor, (ii) Saply makes no representations or warranties regarding Third Party Services, (iii) where applicable, a Third Party Services’ terms and conditions, including their data protection terms, and not this Agreement, will apply to Customer and govern Customer’s use of that Third Party Service, (iv) Saply is not responsible for the content and operation of any Third Party Service s (including the availability, accuracy, correctness, completeness, or quality of data provided by Third Parties), or for the acts or omissions of any Third Party Service provider, (v) Saply has no liability whatsoever to Customer arising out of or related to Third Party Services, and (vi) Saply has no control over Customer Data provided to any Third Party Service, and Saply is not liable for any disclosure, modification, deletion of or failure to delete Customer Data resulting from access by a Third Party Service
CUSTOMER DATA LICENSE
4.1. The Customer grants Saply, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit, and display the Customer Data strictly for the purpose of providing and maintaining the Services under this Agreement. Customer Data submitted to the Software Service for processing, such as formatting, tailoring or matching a CV, is automatically deleted from Saply’s systems within seven (7) days of processing, unless otherwise required by applicable law or upon written request by the Customer. Where the Customer or its End Users save Customer Data in the CV database of the Software Service, Saply will retain that Customer Data for the Term so that the Customer can access, reuse and manage it. Upon termination or expiry of this Agreement, or earlier upon written request by the Customer or deletion by an End User, Saply will delete or return such Customer Data within thirty (30) calendar days, unless retention is required by applicable law. Copies of Customer Data held in encrypted backups will be purged within ninety (90) calendar days after deletion and remain protected by the security measures of this Agreement and the DPA until purged. In no event will Saply sell or transfer Customer Data to third parties for marketing or advertising purposes.
4.2. Unless expressly agreed otherwise in writing by the Customer, Saply will not have any right, title or interest in relation to such Customer Data other than as set forth in these Terms and Conditions.
INTELLECTUAL PROPERTY
5.1. Software
Customer acknowledges and agrees that these Terms and Conditions are not a sale of the Software Service, the Documentation, or any rights therein, and that Saply and its suppliers will at all times retain all Intellectual Property Rights in and to the Software Service, the Documentation and any related Saply content. All rights in and to the Services, the Documentation and Saply content not expressly granted to the Customer in these Terms and Conditions are reserved by Saply. No license is granted to the Customer except as to use of the Software Service as expressly stated herein. Saply’s name, Saply’s logo, and the product names associated with the Service are trademarks of Saply or Third Parties, and they may not be used without Saply's prior written consent.
5.2. Customer acknowledges and agrees in particular that the source code of the Software Service is and remains Confidential Information and proprietary trade secret of Saply.
5.3. Customer Data
Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data, except, for the avoidance of doubt, any generalized tools, programs, algorithms and benchmarks built or developed by Saply based on data collected from the Customer (whether or not such data is Confidential Information of the Customer), which will be the sole and exclusive property of Saply.
5.4. Feedback
Saply is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its End Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting Saply any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in the Feedback. Each Customer will provide Saply with examples of how they want their CV template to look, and Saply will integrate their template based on the provided examples. While Saply may incorporate general feedback into the improvement of the Software Service, it will ensure that no proprietary data structuring techniques or methods of the Customer are disclosed for other customers.
WARRANTIES
6.1. The Customer and Saply represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions personally. The Customer and Saply will perform their obligations under these Terms and Conditions in a good and workmanlike manner.
6.2. Customer warrants that the Customer Data provided will be accurate and truthful and will not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be misleading, defamatory, obscene, pornographic or unlawful; (iv) contain Viruses, whether or not intended to damage the Software; or (v) otherwise infringe the rights of any Third Party. Any use of the Software Service in violation of these representations and warranties by Customer will constitute an unauthorized and improper use of the Software Service.
6.3. Except as expressly provided in these Terms and Conditions and to the extent permitted under applicable law, Saply expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Services. In particular, Saply does not warrant that the Software Service is error-free or that the use and/or operation of the Software Service will be secure or uninterrupted, that Saply will detect any or every defect in Customer’s systems or that any or all problems with respect to the Software Service can be solved and hereby disclaims any and all liability on account thereof. The Software Service will be provided by Saply under these Terms and Conditions on an “as-is” basis.
6.4. The output generated by the Software Service are for informational purposes only. While Saply strives to ensure the accuracy and reliability of the output, Saply does not guarantee the correctness, completeness, or accuracy thereof. Customers are therefore advised to verify all output generated by the Software Service. The Customer acknowledges its responsibility for verifying the output and understands that Saply does not provide any warranties regarding the output.
LIABILITY
7..1. To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will not in any event exceed the Fees paid or payable by the Customer to Saply during the preceding twelve (12) month period, The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.
7.2. For the avoidance of doubt, it is specified that neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
7.3. To the extent permitted under applicable law, Saply will not be held liable for any damages or additional costs resulting from reliance upon the output generated by the Software Service except where such damages are due to Saply's gross negligence or willful misconduct.
INDEMNITIES
8.1. By Saply
8.1.1. Saply will defend, indemnify and hold harmless the Customer from each and every founded and well-substantiated demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, incurred by reason of, or arising out of, against any claim brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the Software Service and excluding any claims resulting from (i) any unauthorized use of the Software Service by the Customer or any End User or any use not in accordance with these Terms and Conditions (ii) the Customer’s or any Third Party’s modification of any of the Software Service, (iii) the Customer’s failure to use the most recent version of the Software Service made available to it, or (iv) the Customer' use of the Software Service in combination with any Third Party products or services.
8.1.2. In the event the Software Service or any part thereof, in Saply’s reasonable opinion, is likely to or become the subject of a Third Party infringement claim, Saply will have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Software Service so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Software Service in accordance with these Terms and Conditions; or (iii) terminate these Terms and Conditions and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.
8.1.3. The foregoing states the entire liability and obligation of Saply and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Software Service or any part thereof.
8.2. By Customer
8.2.1. Customer will indemnify, defend and hold Saply, its affiliates and their officers, directors, employees, agents, successors and assigns harmless from (i) any Third Party claim, action, suit or proceeding arising out of or resulting from Customer Data or Saply’s use thereof.
8.2.2. Each Party’s indemnity obligation will be conditional upon the following: (i) the indemnifying Party is given prompt written notice of any such claim; (ii) the indemnifying Party is granted sole control of the defense and settlement of such a claim; and (iii) upon the indemnifying Party’s request, the indemnified Party fully cooperates in the defense and settlement of such a claim, at the indemnifying Party’s expense.
INTELLECTUAL PROPERTY
9.1. Price
9.1.1. Unless stipulated otherwise, the price is a net price exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions.
9.1.2. Saply reserves the right to index the fees anually based on the Agoria Digital Index published by the sector federation Agoria (or any other agreed equivalent index if the Agoria Digital Index is no longer available) by applying the following formula: Pn = Po [(0,2) + 0,8 * (S/So)] where “Pn” refers to the revised rate; “Po” refers to the Agoria Digital reference index as published by Agoria (the Reference Salary) at the commencement of the Agreement; “S” refers to the Reference Salary in the month prior to the revision. This indexation of prices will be communicated to the Customer in a timely manner.
9.1.3. Any complaint about invoiced amounts must be lodged with Saply by registered letter within eight (8) days after receipt of the invoice. If Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.
9.2. Payment
9.2.1. During the Term and as a consideration for the license set out in Article 3, the Customer agrees to pay the Fee as set forth in the Licensing Schedule.
9.2.2. Unless agreed otherwise, the Fee will be payable upfront on an annual basis, one (1) month before the Effective Date or each subsequent anniversary thereof.
9.2.3. All invoices for any charges under these Terms and Conditions are due and payable within thirty (30) calendar days of the invoice date, unless specified otherwise in the Licensing Schedule.
9.2.4. Saply has the right to send its invoice electronically. Customer will provide (and update if necessary) a correctly functioning e-mail address to which the electronic invoice can be sent. An electronic invoice will be considered correctly received by Customer on the same day it is sent to this e-mail address.
9.2.5. Saply will have the right to invoice through an affiliated company. In such case, payment by Customer to such affiliated company will constitute a valid payment under the Agreement.
9.2.6. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. All amounts not paid by the Customer on the due date mentioned in the invoice will bear interest in accordance with the law of 2 August 2002 on combating late payments in commercial transactions, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount. Moreover, Saply reserves its right to suspend further delivery of Services.
DATA PROTECTION
10.1. Each Party will and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and the DPA agreed between the Parties in respect of all Personal Data processed under this Agreement.
10.2. In connection with and for the purpose of providing the Software Service under this Agreement, Saply will process Personal Data in accordance with the provisions of the Data Processing Agreement.
TERM AND TERMINATION
11.1. Term
This Agreement will enter into force and be effective as of the Effective Date and will remain in effect for a period of two (1) year unless otherwise specified in the Licensing Schedule (the "Initial Term"). The Agreement will automatically renew for successive one-year periods (each a "Renewal Term") beginning at the end of the Initial Term (or the then current Renewal Term), unless a Party provides a notice of termination three (3) months prior to the end of the Initial Term or the then current Renewal Term, as applicable.
11.2. Termination
11.2.1. Saply may immediately terminate this Agreement (or alternatively, in its sole discretion, suspend the access to the Software Service) due to material breach or infringements of Saply's Intellectual Property Rights by giving written notice.
11.2.2. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) calendar days from receipt of a default notice.
11.2.3. Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
11.2.4. Upon termination of this Agreement for whatever reason (i) the Customer will promptly pay Saply all Fees and other amounts earned by or due to Saply pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer and the End Users pursuant to this Agreement, including the rights to use the Software Service as per article 3, will automatically terminate. Termination of this Agreement on whatever ground will be without prejudice to any right or remedy that has accrued prior to the actual termination.
11.2.5. The provisions of these Terms and Conditions that are expressly or implicitly intended to survive termination will survive any expiration or termination of this Agreement.
CONFIDENTIALITY
12.1. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party substantially similar to those herein (collectively, “Representatives”) The Receiving Party will be liable for any breach of this article by its Representatives as if such Representatives were a party hereto.
12.2. Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof will prevail if there is a conflict with the provisions of this article.
12.3. The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of these Terms and Conditions unless a confidentiality agreement between the Parties stipulates otherwise.
12.4. Upon termination of these Terms and Conditions, for whatever reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information
FREE TRIAL
13.1. Saply may offer a free trial period to new Customers registering for the Software Service for the first time. The following terms apply to the free trial period.
13.2. Eligibility
The free trial is available only to new Customers who have not previously subscribed to the Software Service.
13.3. Duration
The free trial period is valid for 2 weeks (unless stated otherwise), commencing upon the Customer's registration completion, after which access to the Software Service is granted.
13.4. Termination
Unless the Customer gives notice of cancellation before the free trial period ends, the Customer will be bound by a paying license under the terms of this Agreement.
13.5. Service Access
During the free trial, you will have access to all features and functions of the Services as a paid Customer would, unless stated otherwise.
13.6. Limitations
Saply reserves the right to limit eligibility for the free trial to prevent any misuse. If Saply detects that an email address or payment method has been used for a previous trial, Saply may exclude that Customer from receiving a new free trial.
13.7. Use of Personal Data
Personal Data collected during the free trial will be used in accordance with Article 11 of the Terms and Conditions.
MISCELLANEOUS
14.1. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
14.2. No Partnership
No joint venture, partnership, employment, or agency relationship exists between Customer and Saply as a result of this Agreement or use of the Services.
14.3. No Waiver
The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
14.4. References
Saply is entitled to make public reference to the Customer as a customer of Saply and to use the Customer’s name and logo on its website for this purpose only (for the avoidance of doubt, without, in any event, disclosing any Confidential Information), after prior written approval of the Customer.
14.5. Force Majeure
Except for the payment of the Fee or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God, power failures, cybercrime, unauthorized access to Saply’s information technology systems by Third Parties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
14.6. Non-Assignment
This Agreement may not be assigned by a Party to a Third Party or an End User without the prior written approval of the other Party. A Party may however assign this Agreement to (i) an acquirer of all or substantially all of its assets involved in the operations relevant to this Agreement, or (ii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
14.7. Entire Agreement
This Agreement, together with any applicable Documentation, comprises the entire agreement between Customer and Saply and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.
14.8. Applicable law and Jurisdiction
This Agreement will be construed in accordance with its provisions, without any strict interpretation in favor of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, will be subject to the exclusive jurisdiction of the courts of Ghent, Belgium.