Tappable Terms & Conditions
1 General and scope
1.1 The present Tappable Terms and Conditions, together with all other Annexes are applicable to each Order Form executed between Tappable and the Client and to the Application and Services rendered by Tappable to the Client. In case no Order Form is concluded between the Parties, these Terms and Conditions, including all Annexes, shall apply to the Pricing Plan.
1.2 The Client agrees to waive its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by Tappable.
All capitalised terms used throughout these Terms and Conditions shall have the meaning given to them below, unless stated otherwise:
2.1 Account: means the personalised log-in credentials with which the User accesses the Application.
2.2 Agreement: means the entire contractual relation between Tappable and the Client, consisting of (i) the Terms and Conditions, (ii) the relevant Order Forms or Pricing Plan and (iii) the Annexes.
2.3 Annex: means any annex, schedule, appendix or other complementary document which forms a part of the Agreement.
2.4 Application: means the Tappable SaaS service delivery, as made available by Tappable to the Client from time to time as a service via the internet.
2.5 Asset Uploads: means digital assets such as images, video’s, gifs, stickers and fonts.
2.6 Business Day: means any weekday other than a bank or public holiday in Belgium.
2.7 Business Hours: means the hours of 09:00 to 17:00 CET on a Business Day.
2.8 Client: means the legal entity identified as the client.
2.9 Client Data: means all data proprietary of, held by or entered by the Client or the Client’s Users when using the Application and as processed or stored by Tappable as a result of the Client and/or User using the Application. Client Data shall also include output data resulting from the processing by the Application of the entered data by the Client or the Client’s User;
2.10 Client Personal Data: means the Personal Data proprietary of, held by or entered by the Client or the Client’s Users and as processed or stored by Tappable as a result of the Client and/or Users using the Application.
2.11 Confidential Information: of a Party means the information of such Party disclosed to the other Party during the negotiation of this Agreement and the cooperation between both Parties under this Agreement, whether in written, oral, electronic or other form and which (i) is explicitly marked as confidential or proprietary, (ii) should reasonably be considered confidential, or (iii) is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, and including but not limited to all material, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including these Terms & Conditions), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs. For the avoidance of doubt, Confidential Information shall include the Application (in object code and source code form).
2.12 Data Processing Agreement: means the document attached to the Order Form setting out the terms and conditions governing the processing of Personal Data under the Agreement.
2.13 Data Protection Laws: means all relevant regulation, national or international, concerning privacy and data protection, including but not limited to the General Data Protection Regulation (“GDPR”).
2.14 Effective Date: means the date of last signature of the Agreement.
2.15 Fees: means any and all amounts payable by the Client to Tappable under the Agreement.
2.16 Force Majeure: Force Majeure means a temporary or permanent inability of a Party to fulfil its obligations, resulting from unavoidable, unforeseeable and external facts and circumstances reasonably beyond the control of that Party. Shall in any case be considered Force Majeure (without being exhaustive): war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, internet failure, hosting failure, floods, explosion, weather conditions, strike or social action and all other circumstances generally qualified as Force Majeure.
2.17 Hosting Services: Means the storage of data on a server or a computer so that it can be accessed over the internet.
2.18 Initial Term: shall have the meaning attributed to it in article 14.1 of these Terms and Conditions.
2.19 Intellectual Property Rights: means all intellectual or industrial property right or equivalent, whether registered or unregistered, including but not limited to: (i) copyright (including moral rights), patents, database rights and rights in trademarks, logos, designs, other artwork, know-how and trade secrets and other protected undisclosed information; and (ii) applications for registration, and the right to apply for registration, renewals, extensions, continuations, divisions, reissues, or improvements for or relating to any of these rights.
2.20 Invoice Date: means the date indicated on the invoice from which the payment term will be calculated.
2.21 Maintenance Services: means the works needed from time to time to ensure a correct functioning of the Application.
2.22 Order Form: means a written document signed by both Parties, regardless of its entitlement, indicating the nature, number and other specifics of the Services and Application subscribed to by the Client, including the specific conditions under which such order is made, and which forms an integral part of the Agreement.
2.23 Party: means a party to this Agreement.
2.24 Personal Data: has the meaning given to it in article 4 (1) of the General Data Protection Regulation.
2.25 Pricing Plan: means the pricing plan for the Services and Application available on the website of Tappable and which forms an integral part of the Agreement, when no specific Order From is concluded between the Parties.
2.26 Renewed Term: shall have the meaning attributed to it in article 14.1 of these Terms and Conditions.
2.27 Services: means the professional services delivered by Tappable to the Client as further detailed on the Order Form or Pricing Plan or which Tappable must reasonably render to the Client for the provision of the Services.
2.28 Service Fees: means the Fees due by the Client to Tappable for and as a counterpart of Tappable’s delivery of the Services to the Client under the Agreement.
2.29 Service Level Agreement (“SLA”): means the service level agreement added as an Annex to the Agreement, where relevant.
2.30 Story: means a visual storytelling format that immerses the viewer in a tap-through full-screen experience. Web Stories are web pages in story format that are searchable, shareable and linkable.
2.31 Story Views: means the page load events triggered in the back-end of the Application when a Story is loaded by a viewer. Events when a Story is loaded by a robot or when a viewer clicks the Story away before it has been loaded, are not counted as a Story View.
2.32 Subscription: means the payable subscription to the Application by the Client, and which shall consist of a subscription: (a) to the Application, (b) for the agreed number of Users, (c) for the agreed number of Workspaces, (d) for the agreed number of Story Views, (e) for the agreed number of Subdomains (f) for the agreed size of Asset Uploads, and (g) for the agreed functionalities and features, all of which shall be detailed in the relevant Order Form(s) or Pricing Plan, as applicable. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.
2.33 Subscription Fees: means the sums payable by the Client for the Subscription.
2.34 Support Services: are the support services described as such in the Service Level Agreement (Annex 4).
2.35 Tappable: means Overview Technologies BV, with registered office at Camille Lemonnierstraat 20; B-1050 Brussels, Belgium and with enterprise number 0666.522.335.
2.36 Term: means the Initial Term and any Renewed term of the Agreement.
2.37 Terms and Conditions: means the present Tappable terms and conditions including, where relevant, its Annexes.
2.38 Third Party: means any natural or legal person who is not a Party to the Agreement.
2.39 User: means an individual that is allowed to access and use the Application pursuant to a valid Subscription.
2.40 Workspace: means a cohesive entity that enables a company, brand or organisation to oogically group stories, users, files and resources.
3.1 Any access to and use of the Application requires an Account to access the Application and a Subscription to publish, except for time-limited free Story previews.
3.2 After the Subscription, Tappable shall create a payable Account for the Client and shall provide the Client with the publishing credentials.
3.3 Additional Subscriptions (in terms of number of Users, number of Workspaces, number of Story Views, number of Subdomains, size of Asset Uploads or features and functionalities), shall require the completion of a new Order Form. In case no Order Form was concluded, the upgrade to a higher Pricing Plan will happen automatically when the Client exceeds the number of Story Views in accordance with the Pricing Plan.
3.4 The Application can only be accessed and used as identified in the relevant Order Form. When no Order Form is concluded, the Client can access the Application in accordance with the Pricing Plan. When the Client exceeds the number of Story Views, based on the applicable Pricing Plan, the Client will automatically be upgraded to a higher Pricing Plan.
4 Right to access the Application
4.1 In consideration of the Client’s compliance with the provisions as set out in this Agreement (including timely payment of all Fees), Tappable grants the Client a personal, restricted, non-exclusive, nontransferrable and non-assignable, renewable and revocable, worldwide license to access and use (through its Users) the Application as specified in the Order Form or relevant Pricing Plan.
4.2 Any such access and use by the Client and its User(s) shall be strictly subject to the terms as set out in these Terms and Conditions and in the remainder of the Agreement.
4.3 The right to access and use the Application as set out in this article 4 is granted only for the Term, after the lapse of which the Client (or its Users) shall have no further right to access and/or Use the Application.
5 Use of the Application
5.1 All access to and use of the Application to which the Client has Subscribed, shall at all times be in accordance with (a) the provisions of the Agreement; and (b) any reasonable instruction of Tappable in relation to the use of the Application.
5.2 User Subscriptions are personal and cannot be transferred or exchanged in any way to other persons, without the prior written consent of Tappable. In case the Client is a professional (e.g. digital agency), the Subscription cannot be transferred to the Client’s customers. However the Client is entitled to use its Subscription in order to service its customers, but only in accordance with the provisions set out in the Agreement. When the Client is not a professional (e.g. digital agency), the Client can grant a professional agency access to its Account(s) or the Application, but solely in accordance with the terms of this Agreement and for the sole purpose of servicing you as a customer of the professional agency.
5.3 The Client explicitly agrees (and shall procure that its Users agree) not to, directly or indirectly (including, without limitation through the actions of any affiliate, agent, subcontractor, User or, in general, any Third Party): (i) use the Application other than in accordance with the Application’s intended purpose and for the Client’s internal business purposes, (ii) distribute, sell, lease, commercialize, rent, display, license, sublicense, transfer, provide, disclose, or otherwise make available to, or permit the use of, or access to, the Application, in whole or in part, to any Third Party, whether or not related to the Client, except as expressly permitted in the Agreement or otherwise, (iii) modify the Application or develop any derivative works based on the Application or any Confidential Information of Tappable, (iv) use the Application except as expressly authorized herein, (v) decompile, disassemble, translate, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivative works based upon the source code of the Application (unless permitted by law), underlying ideas, under -lying user interface techniques or algorithms of the Application by any means whatsoever (except to the extent such restriction is prohibited under applicable law), or disclose any of the foregoing, (vi) encumber or suffer to exist any lien or security interest on the Application, (vii) take any action that would cause the Application, or the source code to be placed in the public domain, (viii) use the Application in any computer environment not expressly permitted under this Agreement, (ix) work around any technical limitation in the Application, (x) make (backup) copies of the Application (unless permitted by law or elsewhere in this Agreement), (xi) remove proprietary notices (including copyright notices) of Tappable.
5.4 The Client shall comply with all applicable laws relating to the use of the Application. The Client or the User must not use the Application: (a) in any way that is unlawful, illegal, fraudulent or harmful, or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.5 The Client shall ensure that no unauthorised person may gain access to the Application using an Account.
5.6 The right to access and use the Application, is expressly restricted to the rights, limitations and other terms set forth in the Agreement and the Client shall not be able to invoke any alleged implied rights which are not expressly set out under the Agreement.
5.7 The Client acknowledges and agrees that any access to and use of the Application outside the scope of the Subscription and / or in breach of the terms as set forth in this Agreement (unless such access and / or use has been expressly approved in writing by a duly authorized representative of Tappable), shall entitle Tappable to immediately terminate (or alternatively, at Tappable’s option, suspend the Subscription and/or the entire Agreement ) for material breach by the Client, without any formalities being required and without prejudice to any other right or remedy available to Tappable pursuant to this Agreement or under applicable law. For the avoidance of doubt, termination under this article 5.7 shall also terminate the Subscription .
6 Delivery of the Services and Acceptance
6.1 All Services shall be deemed accepted by the Client upon delivery thereof by Tappable.
7 Evolution and Availability of the Application
7.1 Tappable may periodically update and improve the Application. Updated versions of the Application will be made available to the Client via automatic updates and upgrades or via new releases (if applicable). Tappable reserves the right to make operational or technical changes to the Application, and to modify, add or remove certain functionalities.
7.2 Tappable shall use all reasonable endeavours to maintain the availability of the Application to the Client, but does not guarantee 100% availability.
7.3 Client acknowledges that in order to ensure a correct functioning of the Application, Maintenance Services are needed from time to time. Tappable shall carry out such Maintenance Services at its sole discretion and shall use all reasonable endeavours to minimise the impact on the Client’s day to day business. Where practicable, Tappable shall give to the Client prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Application or are likely to have a material negative impact upon the Application. Tappable shall not be liable for costs incurred by the Client as a result of any non-availability of the Application due to Maintenance Services.
8 Usage control
8.1 Tappable has the right to monitor and inspect the usage of the Application by the Client (including but not limited to monitoring the number of Story views, the number of Users and the number of Asset Uploads) to ensure that the Fees to be paid by the Client are correct. If such inspection shows that the Client has underpaid the amount of Fees due to Tappable, without prejudice to any other rights and remedies available to Tappable, the Client shall promptly pay the amount of such underpayment to Tappable together with any applicable late payment interest.
9 Intellectual Property Rights
9.1 Tappable is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Application and the Services (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Application). Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Application and the Services to the Client or any Third Party. The Client shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Application and the Services. The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Application, or visible during its operation or on media. The Client shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.
10 Client Data
10.1 All Client Data shall remain property of the Client.
10.2 The Client hereby grants to Tappable a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client’s Data to the extent reasonably required for the performance of Tappable’s obligations and the exercise of Tappable’s rights under this Agreement. The Client also grants to Tappable the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Tappable’s obligations and the exercise of Tappable’s rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
10.3 The Client warrants to Tappable that the Client’s Data when used by Tappable in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any Third Party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
10.4 The Client warrants to Tappable that the Client Data, is not, in Tappable’s sole discretion, harmful, offensive, defamatory, threatening, obscene, derogatory, racist, sexual, religious, or otherwise offensive or insulting in any way.
10.5 The Client acknowledges and agrees that any violation by the Client of the provisions under this article 10.3 and 10.4., shall entitle Tappable, at its sole option (i) to immediately terminate (or alternatively, at Tappable’s option, suspend the Subscription and/or the entire Agreement) for material breach by the Client, without any formalities being required and without prejudice to any other right or remedy available to Tappable pursuant to this Agreement or under applicable law, and/or (ii) immediately remove or block the concerning Client Data.
11 Third Party components and Hosting
11.1 The Client expressly acknowledges that the operation of the Application may require that the Client has or obtains, at Client's sole cost and expense, appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication application and environments. Where these are not agreed to be delivered by Tappable, they shall be the sole responsibility of the Client.
12 Support Services
12.1 Subject to timely payment of all Fees, the Support Services will be performed as set out in the SLA (Annex 4) where relevant.
13 Payment Terms
13.1 The Fees will be invoiced as specified in the Order Form or the relevant Pricing Plan.
13.2 After the Initial Term and after each Renewed Term, Tappable shall have the right to increase the Fees after prior written notification.
13.3 All invoices are payable on due date. If a Client disputes an invoice (or any portion thereof), the Client must notify Tappable in writing of the nature of such dispute within five (5) Business Days, after the Invoice Date. Failure to notify Tappable within such period shall result in the invoice deemed accepted by the Client. The undisputed portion of the invoice shall be paid as set forth in the Agreement.
13.4 Payments made by the Client to Tappable under the Agreement shall be final and non-refundable.
13.5 All Fees payable to Tappable under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Client undertakes to pay Tappable such additional amounts as are necessary in order that the net amounts received by Tappable after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.
13.6 Invoices shall be downloadable via the Tappable website or sent in PDF-format to the Client’s email address.
13.7 Any amounts of undisputed invoices that have not been paid within thirty (60) days after the Invoice Date shall automatically and without notice be subject to a late payment interest equal to the interest rate based on the law of 2 August 2002. The interest shall be compounded daily as of the due date until receipt of full payment by Tappable. In addition, the Client shall pay all costs incurred by Tappable as a result of the (extra)judicial enforcement of the Client’s payment obligation under this article.
14 Term and Termination
14.1 Unless otherwise agreed between the Parties, the Agreement is entered into for the duration of the Subscription term (the “Initial Term”) and commences on the Effective Date. After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods equal to the previous subscription term (each a “Renewed Term”), unless a Party provides a written notice to terminate at least two (2) months before the end of the Initial Term or the thenrunning Renewed Term.
14.2 Tappable may, at its sole discretion, suspend or terminate the Agreement the running Subscription, partially or wholly, by written notice to the Client, if the Client fails to pay to Tappable any amount due under the Agreement and the Client fails to cure such failure to pay within sixty (60) days from the date of a written notice of default from Tappable to the Client.
14.3 Either Party may immediately terminate the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if: (i) the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach, (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business, or (iii) the other Party breaches article 5 (Use of the Application), article 9 (Intellectual Property Rights) or article 18 (Confidential Information).
14.4 For the avoidance of doubt, termination by Tappable under these articles 14.2 and 14.3 shall also immediately terminate the then running Subscription.
15 Effects of Termination
15.1 Upon termination of the Agreement: (i) the Client’s right to use the Application will, automatically cease and all licenses granted to the Client pursuant to the Agreement shall automatically terminate; (ii) each Party will return, within reasonable time of such termination or expiration, all Confidential Information, except as required to comply with any applicable legal or accounting record keeping requirement; (iii) Tappable will delete all Client Data stored in the Application; (iv) the Client shall promptly pay Tappable all Fees and other amounts due to Tappable in respect of the Application, up to and including the date of termination, except in case of termination triggered by a material breach proven to be attributable to Tappable.
16 Data Protection
16.1 Each Party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data. The Client warrants to Tappable that it has the legal right to disclose all Personal Data that it does in fact disclose to Tappable under or in connection with this Agreement and that the Client has obtained sufficient consent from all data subjects concerned (if applicable).
16.2 The Client shall only supply to Tappable, and Tappable shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in the Data Processing Agreement as concluded between the Parties and as annexed to the Order Form (Annex 3).
16.3 If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such noncompliance.
17 Third Party Claims
17.1 The Client shall indemnify, defend and hold Tappable harmless from and against any damages, losses, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by Tappable arising out of Client’s infringement of any Third Party’s Intellectual Property Rights or any other Third Party’s rights.
18 Confidential Information
18.1 Parties shall treat all Confidential Information received from the other Party as confidential, keep it secret and shall not disclose it to any Third Party, other than its agents, employees, advisors or consultants where such disclosure is necessary for the performance of the Agreement and only in case such agents, employees, advisors or consultants are bound by a confidentiality obligation at least as strict as included in the Agreement.
18.2 Confidential information disclosed in the execution of this Agreement shall not be used for any purpose other than as required for the performance of either Parties’ obligations under the Agreement.
18.3 Both Parties shall take sufficient measures to maintain the confidentiality of all Confidential Information. Parties in particular agree that they: (i) shall not copy or otherwise exploit any component of the Confidential Information other than as herein provided, nor make any disclosures with reference thereto to any Third Party; (ii) shall promptly notify the other Party if it becomes aware of any breach of confidentiality and give the other Party all reasonable assistance in connection with the same.
18.4 For the purposes of this section, shall not be considered Confidential Information, information that: (i) is published or comes into the public domain other than by a breach of the Agreement, (ii) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a Third Party other than by a confidentiality breach of such Third Party; or (iv) can be shown to have been created by the receiving Party independently of the disclosure.
18.5 If and to the extent required in accordance with a judicial or other governmental order, the receiving Party may disclose Confidential Information, provided that the receiving Party (i) gives the disclosing Party reasonable notice prior to seek a protective order or equivalent, unless the receiving Party is legally prohibited from doing so; (ii) reasonably cooperates with the disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy; (iii) discloses only that portion of the Confidential Information that it is legally required to disclose; and (iv) uses reasonable efforts to obtain reliable written assurances from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under applicable law or regulation.
18.6 The obligations set out in this article 18 shall enter into force as from the start of the negotiations between the Parties and shall survive during five (5) years after the termination or expiration of the Agreement. The confidentiality obligations in the Agreement replace any prior nondisclosure agreement signed between the Parties.
19 Limitation of liability
19.1 Subject to the maximum extent permitted under applicable law, Tappable’s liability under the Agreement shall per event (or series of connected events) not exceed the Fees paid by the Client to Tappable under the Agreement for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
19.2 Tappable shall under no circumstances be liable to the Client for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss or corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and third parties’ claims. Each Party shall have the duty to mitigate damages. The exclusions and limitations of liability under this article shall operate to the benefit of Tappable’s affiliates and subcontractors to the same extent such provisions operate to the benefit of Tappable.
19.3 Tappable cannot be held liable in any way, neither contractually nor extracontractually, for discontinuing an older release of the Application or for damages caused by the wrongful (or out of scope) use of the Application.
19.4 Tappable cannot be held liable in any way for the Client Data.
20.1 Entire agreement – The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express articles of the Agreement.
20.2 Waiver – The terms of the Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto. The terms of the Agreement may be waived only by a written document signed by both Parties. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
20.3 Severability - If any provision of the Agreement is determined to be illegal, void, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless continue in full force and effect. The provisions found to be illegal, invalid or unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
20.4 Survival - Expiration, termination or cancellation of the Agreement shall be without prejudice to the rights and liabilities of each Party which have accrued prior to the date of termination, and shall not affect the continuance in force of the provisions of the Agreement which are expressly or by implication intended to continue in force, including, without limitation, the provisions relating to Intellectual Property Rights, Confidential Information and Limitation of Liability.
20.5 Assignment - Tappable may assign, transfer and/or subcontract the rights and obligations under the Agreement to any Third Party. The Client shall not assign or otherwise transfer any of its rights or obligations under the Agreement without Tappable’s prior written consent.
20.6 Force Majeure - Neither Party will be responsible or liable for any failure or delay in the performance of its obligations under the Agreement arising out of or caused by Force Majeure. In the event of Force Majeure, the Party shall inform the other Party at least within reasonable time about the nature of the Force Majeure and the fact that it wants to rely on this article. The Party must, within reasonable time, provide the other Party with the evidence of the existing of the Force Majeure, the date when the Force Majeure comes or has come into effect, and also when it will have ceased to exist. In case of Force Majeure, the Party is obligated to mitigate damage, and must use its best efforts to keep the consequences to a minimum. In the event of failure to comply with the abovementioned procedure, the Party shall be prevented to rely on the Force Majeure event and the Force Majeure article.
20.7 Publicity - Tappable shall have the right to use any trademarks, logos or other marks of the Client (including the Client’s corporate name) for client references on Tappable’s website, social media announcements and sales presentations.
20.8 Relationship between the Parties - The relationship between Tappable and the Client is that of independent contractors.
20.9 Notices - Any notice required to be served by the Agreement shall in first instance be given by electronic mail. Notices given to the other Party shall be done to the email address set out in the Order Form (or in case no email address is available via post to the registered address).
20.10 Conflict - In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter: (i) the Order Form or relevant Pricing Plan, (ii) the Terms and Conditions (iii) other Annexes, unless explicitly agreed otherwise in written between the Parties.
20.11 Interpretation – The terms of the Agreement shall be interpreted as follows (unless the context shall otherwise require or permit): (i) Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or reenacted; (ii) Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii)The headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
20.12 Language – The Agreement is entered into in the English language only; which language shall be controlling in all respects. Furthermore, all communications and notices made or given pursuant to the Agreement shall be in the English, French or Dutch.
20.13 Applicable law and jurisdiction – The Agreement shall be governed by and construed in accordance with the laws of Belgium. Parties hereto submit to the exclusive jurisdiction of the courts of Antwerp, divisions Hasselt and Tongeren. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement. Any and all disputes arising under, pertaining to or touching upon this Agreement, shall, if not settled by negotiation, first be subject to mediation before an independent and certified mediator selected by the parties or by the competent court on a Party’s demand. Any demand for mediation shall be made in writing to the other party. The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought. Notwithstanding the foregoing, parties may seek preliminary judicial relief if such action is necessary to avoid irreparable damage.