Table of Contents

Commercial terms

Glossary

Term Description
Agile A term used to describe approaches to, amongst others, software development and project management, emphasizing incremental delivery, team collaboration, continual planning, and continual learning (e.g. https://agilemanifesto.org/).
Buyer The person, company, or government entity placing a PO with Skyline.
Deliverables The Software, Services, and any other deliverable to be provided by Skyline.
Personal data Any information relating to an identified or identifiable individual in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
Quotation The written offer provided by Skyline.
Related Materials All materials furnished by Skyline for the use or promotion of the Software, including operating manuals and information, specifications, and release notes.
Skyline Skyline Communications N.V. with its registered office at Ambachtenstraat 33, 8870 Izegem, Belgium.
Software All software licensed by Skyline, including but not limited to the DataMiner software and its accompanying drivers, all cloud software, as well as all software documentation and related materials.
Services Any service provided by Skyline, including but not limited to installation, configuration, and testing.
PO A purchase order issued by Buyer to Skyline, detailing amongst other things, the Deliverables and the price.

Applicability

These terms and conditions govern Buyer's purchase of Deliverables from Skyline.

Supplementary or deviating terms or conditions imposed by the Buyer shall not apply (e.g. purchasing or procurement terms). If Skyline has expressly accepted Buyer's terms and conditions in writing, then the current terms and conditions shall apply, insofar as they do not conflict with Buyer's terms and conditions.

Ordering and payment

Skyline shall accept or refuse a PO issued under these terms and conditions within five (5) working days following the day of receipt of the PO. In case Skyline has not accepted or refused the PO within this period, the PO shall be deemed to be accepted by Skyline. A PO that has been accepted by Skyline shall be binding between the parties and cannot be terminated. Changes to an accepted PO can only be made in mutual agreement between the parties.

All invoices are payable in EUR and must be clear of any deductions. The payment term of Skyline's invoices is 30 days from the date of the invoice, except if set out differently in the Quotation.

PO's and invoices shall be processed through email only. All costs incurred by Skyline due to the mandatory use of a vendor management system (e.g. Ariba) shall be due by, and invoiced separately to, Buyer.

The Buyer is responsible for paying all taxes, other than Skyline's income tax, associated with the purchase of Deliverables. All payments by or on account of the compensation payable by the Buyer shall be made free and clear of and without deduction or withholding for any taxes. If Buyer is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Skyline receives an amount equal to the sum it would have received had no such deduction or withholding been made.

The Buyer shall promptly deliver to Skyline the deduction or withholding certificate as prescribed under law, as well as any other document reasonably requested by Skyline, reflecting the amount deducted or withheld and correct particulars of Skyline and the Buyer entity that has made the deduction or withholding.

Each amount that has not been paid on the due date will be legally, without the need of any formal notice, increased by interest in accordance with the applicable provisions in the Belgian Law on late payment in commercial transactions. Moreover, each expired amount that has not been paid on the due date will, without the need of any formal notice, be increased by 10%, with a minimum of 75 EUR, as a fixed compensation of Skyline's non-legal recovery expenses, without prejudice to Skyline's compensations of judicial procedure and judicial expenses. Regardless of what precedes, Skyline remains entitled to suspend its Services or (temporarily) terminate Software license rights, or to annul the PO(s) and to claim compensation in case of non-payment.

Delivery and acceptance

All Software shall be delivered electronically. If any hardware is purchased by Buyer, the delivery of such hardware shall be subject to the EXW Incoterms.

All Services related to the Software shall be provided by Skyline using an Agile delivery methodology. Maintenance and Support Services shall be subject to separate specific maintenance and support terms.

Buyer possesses 14 calendar days to accept the Deliverables following the delivery thereof by Skyline. In case the Buyer does not accept a Deliverable, it must notify Skyline of such non-acceptance within this period by written and motivated notification. If Skyline, acting reasonable, considers the non-acceptance founded, it will initiate all corrective actions as to correct the issue that gave rise to the non-acceptance, as of which a new 14 calendar days acceptance period will commence, and so further up until the Deliverables have been fully accepted by Buyer.

Deliverables which (i) are being used in a production environment or (ii) that have been paid for, shall be deemed to be accepted by Buyer.

Data protection

As part of Buyer's purchase of Deliverables, Skyline collects Personal Data about the Buyer (name, company name, job description, email, telephone number, etc.). Buyer acknowledges that this collected Personal Data shall be strictly necessary for the performance of the agreement between the parties. Skyline takes all necessary technical and organizational measures to keep the Buyer's Personal Data safe. The Buyer guarantees that it has obtained the required timely agreement from its directors, employees, representatives, or contractors so that Skyline can use the Personal Data for the above stated purposes.

Skyline may offer various other types of Services which require the collection of different types of Personal Data. These processing activities shall be governed by separate privacy policies. For more information, please contact privacy@skyline.be.

Licensing rights

Skyline shall remain at all times the owner of its intellectual property rights, including but not limited to Skyline's copyrights, patents, and trademarks. All Software, including Software drivers, shall be licensed by Skyline to Buyer, and not sold. No intellectual property rights will be transferred to the Buyer. The end user license rights are set out in the End user License Agreement included in the Software.

Warranty

Skyline warrants that its Software, when used as permitted under the EULA and in accordance with the agreed characteristics by Skyline (including use on a hardware platform approved by Skyline) will conform substantially to its Related Materials for a period of twelve (12) months from the delivery date. Warranty on hardware is limited to the warranty provided by the hardware manufacturer. Skyline provides no additional warranty on hardware. Skyline warrants that all Services will be performed in a professional and workmanlike manner.

Confidentiality

All know-how, technical information, specifications, procedures, and all other information arising from a Quotation or PO and relating to the activities of Skyline must be kept strictly confidential at all times and may not be published or disseminated without the prior written consent of Skyline and may only be used for their intended purpose(s). The Buyer hereby acknowledges that Skyline is entitled to seek appropriate compensation if the Buyer breaches its duty of confidentiality without thereby detracting from any other right or claim.

Indemnification

Skyline shall defend and indemnify Buyer against any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement or misappropriation of any patent, copyright, trade secret, or other intellectual property right by the Software. Skyline's obligations set forth in this article do not apply to the extent that an indemnification claim arises out of: (a) Buyer's breach of these terms and conditions; (b) changes to the Software made without Skyline's written consent; (c) Buyer's failure to incorporate Software updates that would have avoided the alleged infringement, provided Skyline offered such updates without charges not otherwise required pursuant to these terms and conditions; (d) Skyline's modification of the Software in compliance with specifications provided by Customer.

Limitation of liability

Skyline's liability arising out of or related to the provision of Deliverables will not exceed the amount paid by the Buyer to Skyline for the Deliverables.

In no event will Skyline be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to the provision of Deliverables.

Force majeure

The parties will not be liable for any failure to perform that is caused by circumstances beyond its reasonable control, without such party's fault or negligence, and which by its nature could not have been foreseen by either party or, if it could have been foreseen, was unavoidable, including but not limited to, acts of God, acts of war, government action, pandemics or accidents, provided that (a) the force majeure event is promptly notified to the other party and the parties use reasonable efforts to correct its failure to perform and (b) the parties shall meet and discuss in good faith any amendments to the PO if the suspension of performance continues for sixty (60) Days after the date of the occurrence and such failure to perform would constitute a material breach of these terms and conditions in the absence of such force majeure event.

General provisions

This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

These terms and conditions may conflict with other specific terms being in place for certain Deliverables. The present terms and conditions are meant to supplement, and not amend such others specific terms. In case of any inconsistency, the specific terms being in place for certain Deliverables shall prevail.

Any amendments to these terms and conditions, as well as any additions or omissions, can only be agreed upon in writing with the mutual consent of, and duly signed by, the parties.

Unless agreed otherwise, the Buyer cannot assign the PO or the rights and obligations arising from it to a third party without Skyline's prior written permission.

The invalidity of one of more provisions of these terms and conditions or a part thereof will not affect the remainder of these terms and conditions. The parties will replace the invalid provision(s) with (a) valid provision(s), which will correspond as closely as possible to the intentions of the invalid provision(s).

Skyline will not be deemed to have waived any of its rights under these terms of conditions by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these terms and conditions will constitute a waiver of any other breach of these terms and conditions.

Nothing in this Agreement shall be construed as creating an employer-employee relationship, an agency relationship, a partnership, or a joint venture between the parties.

These terms and conditions shall be governed by the laws of Belgium with the exclusion of CISG, and the parties agree to submit to the exclusive jurisdiction of the courts of Kortrijk.