Skylegs terms 01/02/2018
1.1 Notwithstanding any past or future communication to the contrary, the use by the Client of any product or service provided by Skylegs BV (with registered office at 2100 Deurne, Luchthavenlei 7A, Belgium and registered under number BTW BE0535.618.954) shall constitute its acceptance that all existing and future contractual, pre-contractual and extra-contractual legal relationships between Skylegs and the Client shall be governed exclusively by the following norms (ranked in descending precedence, with the next having precedence if the previous is absent or tacit):
- The written and signed special agreement;
- The written order confirmation;
- These general terms and conditions;
- The Unidroit principles;
- Belgian law.
Skylegs shall not accept any other norms or conditions, with the sole exception of conditions that it signs for explicit acceptance. Derogations explicitly accepted by signature shall apply only to the project/services/products concerned and in relation to the specific client and shall not be invocable for any other projects/services/products even if similar or by any other client. As such, these general terms and conditions shall take precedence over the general terms and conditions of the Client, unless if explicitly agreed otherwise in writing, duly signed by each party.
1.2 Nullity of any provision (or part thereof) of these general terms and conditions shall not affect the validity of the other provisions and/or the rest of the provision. If any provisions of the general terms and conditions are or become null and void, Skylegs and the Client shall negotiate, to the extent possible and guided by their good faith and conviction, with a view to replacing the null and void provision by an equivalent provision that is in keeping with the general spirit of these general terms and conditions.
1.3 Skylegs reserves the right to amend and/or to change the general terms and conditions at any time by a change on its website. Any such change will be announced within a reasonable term in advance by Skylegs on its website, as well as through the Skylegs communication to its existing customers. New general terms and conditions shall take effect in all instances from the fifteenth day of their communication or announcement.
1.4 For the present purposes, the term Client shall include, without being limited hereto any person that approaches Skylegs in the name of and/or on behalf of a third party.
2 Products and services
Skylegs provides a platform with organisation user accounts (hereinafter referred to as the ‘Platform’), thereby focusing on a use in an aviation environment.
2.1 Account/login: In order to use the platform, the Client must register and identify himself to Skylegs. This will result in an organisation and/or user account, of which login credentials are strictly personal and cannot be shared with other persons. If login credentials are used by another person than the Client, Skylegs shall treat that user as if it were the Client. The contractual relationship between Skylegs and the Client will be deemed to have been established at the date of activation of the account by the Client.
2.2 Content: Skylegs shall try, to its best efforts, to prevent any of the following content being uploaded or contributed on the Platform, unless otherwise indicated:
- Material unsuitable for all potential age groups;
- Material being protected by copyright or other intellectual property rights;
- Abusive, illegal, adult, overly violent or otherwise unsuitable material.
Notwithstanding the foregoing, Skylegs cannot guarantee in any way that all of the content on the Platform is free of the aforementioned material.
The Client shall not advertise any commercial activities on the Platform, nor shall the Client try to sell items via any channel related to Skylegs, unless with the explicit written consent of Skylegs hereto.
The Client is and remains the sole owner of the content, uploaded, submitted or contributed by him on the Platform. By uploading, submitting or contributing content to the Platform, the Client automatically grants Skylegs a perpetual, worldwide, transferable license to use that content as may be required in relation to the Platform or any other services provided by Skylegs.
Even though reliable third party content is used in relation to the Platform, information found should not be relied on until verified by the user himself. All content on the Platform is provided on an as-is basis. To the maximum extent allowed by law, Skylegs does not give any representation, warranty or undertaking of any kind in respect of the Platform or any of the content thereon, including, without limitation, any warranty of satisfactory quality, conformity, accuracy, adequacy or fitness for any particular purposes.
The Platform may contain links, forwards or any other forms of redirection to other websites, which may not be under the control of Skylegs. Skylegs can, under no circumstances, be held liable for the content of such websites. The Client follows such links at his own risk. Skylegs does not endorse the products and/or services that may be found on or are provided through such websites.
Interaction between the users on the Platform may be possible. Skylegs shall not be liable for any harm or damage the Client may suffer as a result of such interaction.
2.3 Use: The Client shall visit and use the Platform only for the (non – commercial) purposes it was intended for. Unless the prior written consent of Skylegs is obtained, the Client is not allowed:
- To use any systemic method to copy the content on the Platform so as to create a database in electronic or paper form comprising in whole or in part the content on the Platform;
- To copy any of the content on the Platform for the purposes of republishing it;
- To modify or adapt or derive other works from the content on the Platform;
- To scan, spider or index the content on the Platform in violation of the robots.txt directives, used by Skylegs;
- To scan, spider or index the content on the Platform in any manner inconsistent with good industry practice or so as to place an unreasonable burden or load on the webservers and other technical infrastructure from which the systems of Skylegs are operated (even if permitted by the robots.txt directives used by Skylegs).
3 Price, Offer and offer confirmation
3.1 All prices shall be stated in euro exclusive of VAT, unless otherwise stated.
3.2 The activation of an account on the Platform by a pilot is of a freemium model. The pilot can choose to upgrade to a pro account for extra personal features. The activation and use of an account on the Platform by an aircraft operator shall be charged at a quarterly or yearly rate, payable per registered aircraft.
3.3 Skylegs may withdraw any offers at any time. All Skylegs’ offers shall be made without commitment and may be construed solely as an invitation to the Client to place an order. An agreement shall not be established until Skylegs or a person authorised to bind Skylegs at law has confirmed the Client’s order in writing or at such time as Skylegs starts to carry out the order.
4 Service levels
4.1 Skylegs shall try, to its best efforts, to make the Platform available 24/7. Skylegs withholds the right to perform maintenance, updates, upgrades, etc. to the Platform. Skylegs shall not be liable for possible un- or reduced availability of the Platform due to the performance of such maintenance, updates, upgrades, etc. In as far as reasonably possible, Skylegs shall schedule the performance of maintenance, updates, upgrades, etc. on weekdays between 10PM and 3 AM UTC.
4.2 Skylegs shall take all measures, which can reasonably be deemed necessary to secure the Platform, such as but not limited to the installation of anti – virus software, firewalls, spam filters, etc.
4.3 The Client shall report any incident, which negatively affects the availability and use of the Platform to Skylegs. Skylegs shall try, to its best efforts, to remedy such incidents as soon as possible. Skylegs does not give any guarantee with regard to this remedy.
4.4 Backups are made by Skylegs on daily, weekly and monthly intervals to guarantee restore of activities whenever defects occur. Daily backups will be retained for 7 days. Weekly backups will be retained for 1 month. Monthly backups will be retained for 1 year.
5 Invoicing and payment
5.1 The Client shall inform Skylegs by registered letter of any invoice complaints within three working days of receipt of the invoice, stating the invoice date and number and providing a comprehensive description of the complaint.
5.2 All invoices shall be payable within thirty (30) days of the invoice date by transferring the amount due to the bank account number stated on the invoice. No discounts shall be granted for cash payments. Only receipts duly signed by persons authorised to bind Skylegs at law shall be valid.
5.3 In the event of non-payment or incomplete payment of any invoice by the due date, a reminder will be send by Skylegs. The client will have 10 days to react from the day the reminder is send. After this date:
- A late payment interest of 10 % per year shall be payable on the outstanding balance;
- The Client shall pay a fixed indemnity of 10 % of the invoice amount, with a minimum of € 250, notwithstanding the right of Skylegs to prove higher damages;
- The Client shall be held to pay all judicial and extra-judicial collection costs, including but not limited to costs for lawyers and other advisors;
- All amounts due to Skylegs shall become immediately payable, regardless of the payment terms agreed;
- Skylegs is entitled to suspend the access to the services until it has received actual payment from the customer;
- Skylegs is entitled to withdraw all granted (software) licenses.
5.4 Partial payment will be charged in accordance with the following order:
- Collection costs;
- Principal sums.
5.5 In accordance with the Belgian Financial Securities Act of 15 December 2004, Skylegs and the Client shall automatically set off and settle all current and future debts in relation to each other by operation of law. Consequently, only the largest debt on balance shall remain in the permanent relationship between them after the automatic set-off.
5.6 This set-off shall always be enforceable against the receiver and general body of other creditors who may not oppose the set-off made by Skylegs and the Client.
6.1 All software, plans, documents, know – how, data and other information, provided to the other party under the contractual relationship shall be considered and treated as confidential (hereinafter referred to as “Confidential Information”). The Confidential Information remains at all times the property of the disclosing party.
6.2 The Confidential Information shall not be disclosed to any third party, and shall not, either (in)directly, fully or partially be used for any other purpose than for which it was disclosed , unless with the explicit and written consent of the disclosing party. At the first request of the disclosing party, the receiving party shall return and/or destroy the Confidential Information.
6.3 This obligation of confidentiality continues, even after termination of the contractual relationship, until all Confidential Information has fallen in the public domain, through no act or omission of the receiving party.
6.4 In case of breach of this obligation, the party in breach shall pay automatically and without prior notice a fixed compensation of € 50.000,00 per breach, notwithstanding the right of the aggrieved party to claim higher damages.
7 Intellectual property rights
7.1 All data received by Skylegs in connection with the contractual relationship with the Client are and will remain the sole and exclusive property of the Client. These general terms and conditions explicitly do not provide for any transfer of any rights with regard to this data. Upon termination of the contractual relationship, all data shall be returned to the Client. Data, as mentioned under this paragraph, shall fall within the scope of “Confidential Information” as set out in article 6.
7.2 Unless if explicitly stated otherwise in a written document duly signed by the Client and Skylegs, the execution of the contractual relationship between Skylegs and the Client does not entail a transfer of any intellectual, industrial or other property rights from Skylegs to the Client. The fees paid by the Client do not include any fee for the transfer of such rights.
7.3 All intellectual property rights to the Platform, software, documentation, know – how or other information used or created by Skylegs, its employees, consultants or subcontractors in the execution of contractual relationship remain the sole property of Skylegs or its licensors.
7.4 Skylegs cannot be held liable for any breach of other intellectual property rights, due to the use of the Platform, software and/or other services provided by Skylegs. The Client recognizes and guarantees that Skylegs does not breach intellectual property rights or other rights of the Client or any third party.
7.5 If a claim is made by a third party based on the assumption that the Platform, software, products and/or services delivered by Skylegs breach intellectual property rights of such third party, or the use of such software, the Platform, products and/or services is illegal in any other way, the Client shall promptly notify Skylegs in writing of such claim.
8 Force majeur and hardship
8.1 Skylegs shall not be liable for any failure in the fulfilment of its obligations that is due to force majeure or hardship.
8.2 Force majeure or hardship shall entitle Skylegs, at its election and discretion, to:
- Suspend fulfilment of its obligations temporarily;
- Dissolve the contractual relationship by registered letter;
- And/or invite the Client to renegotiate the contractual relationship.
8.3 For the present purposes force majeure and hardship includes: seizure, illness, war, blockade, insurrection, virus attacks, strike or lock-out, shortage of vehicles, scarcity of services, restrictions in the energy consumption, unavailability of or interruption or delay in telecommunications, either with Skylegs or with one of its suppliers.
9.1 Skylegs shall have the right to subcontract all or part of the services with regard to the Platform.
10 Terms and termination
10.1 The account of the Client on the Platform will be de-activated, without further cost, within ten (10) days after written request of the Client thereto. In case of de – activation of an account of an aircraft operator, the quarterly or yearly fee per aircraft related to the quarter or year of the request for de-activation shall still be due.
10.2 Skylegs withholds the right to, immediately and without further notice, de-activate the account of the Client in case the Client is in material breach of these general terms and conditions. As a material breach shall be considered, without being limited hereto, a breach of article 2.2 and/or article 2.3.
10.3 In case the term is not indicated in a special agreement or any other written document between the parties, the agreement will take effect as from the date as set out in article 3 of these general terms and conditions and shall remain valid for an initial term of one (1) year. This term shall be automatically renewed for consecutive periods of one (1) year, unless written notice is given by one of the parties at least one (1) month before the end of the current period, stating that party’s will to terminate the agreement.
10.4 Each party shall be entitled to terminate the agreement by registered letter, without further recourse to the court and without further notice, if the other party is in material breach of its obligations under the agreement and such breach has not been rectified within thirty (30) days after receiving a notification hereto by registered letter, unless such notification is unworkable in the given circumstances.
11 Suspension and dissolution
11.1 Any change in the Client’s situation – such as death, conversion of status, merger, takeover, assignment, liquidation, suspension of payments, collective or amicable debt adjustment, petition for suspension of payments, discontinuation of business, seizure or any other circumstance capable of impairing confidence in the creditworthiness of the Client- shall entitle Skylegs for this fact alone either to suspend performance of one or more agreements with the Client until it has furnished sufficient security for its payment, or to dissolve one or more agreements with the Client from the date of transmission of notification of dissolution, without notice of breach or recourse to the courts and without prejudice to the right of Skylegs to require additional compensation for damage. The licence granted by Skylegs to the Client shall end automatically at the time of dissolution of the contractual relationship.
12 Limitation of liability
12.1 Skylegs shall, under no circumstances, be liable for any loss, including but not limited to dataloss, loss of profits, aviation damages, the Client may incur as a result of accessing and/or using the Platform.
12.2 Skylegs can, under no circumstances, be held liable for any additional third party related costs, for instance mobile operator costs, unless stated otherwise in a supplement case-to-case document, duly signed by Skylegs and the Client.
12.3 Notwithstanding and except for the amounts which may be payable by an insurance company for physical injury and damage to property, the total compensation for which Skylegs may be liable with regard to the services provided and by virtue of its contractual and/or extra contractual liability, may not, under any circumstances, exceed the total invoice amount.
12.4 Skylegs shall not, in any circumstance, be liable for indirect losses or damages. As indirect losses or damages will be considered, without being limited hereto: financial or commercial losses, loss of earnings, increased overhead costs, disruption of planning, loss of anticipated profits, customers or savings.
13.1 Without the Client’s prior consent Skylegs may assign agreements for delivery of products and/or services to third parties who are or are not associated companies. The Client accepts such assignments of receivables and payables.
14.1 Any neglect or repeated neglect to exercise any right by Skylegs shall be construable solely as acquiescence in a certain situation and shall not cause the forfeiture of any rights by Skylegs.
15.1 These general terms and conditions are governed by Belgian law.
15.2 Any dispute shall be submitted to the exclusive jurisdiction of the Antwerpen courts.
16.1 The English version of these general terms and conditions is the only authentic version.