1. General
These general terms and conditions apply to every offer, quotation, and agreement between Gate Software BV, hereinafter referred to as 'Gate Software', and a Counterparty/Customer to whom Gate Software has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
These terms and conditions also apply to agreements with GATE SOFTWARE, for the performance of which third parties must be involved by Gate Software.
The applicability of any purchase or other conditions of the Counterparty is expressly rejected.
2. Quotations and Offers
All quotations and offers from Gate Software are without obligation, unless a term for acceptance is stated in the quotation. An offer or quotation expires if the product to which the offer or quotation relates is no longer available in the meantime.
Gate Software cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs, unless stated otherwise.
3. Contract Duration and Execution
The agreement between Gate Software and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a deadline has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If a deadline is exceeded, the Counterparty must therefore notify Gate Software in writing. Gate Software must be given a reasonable period to still fulfill the agreement.
If Gate Software requires data from the Counterparty for the execution of the agreement, the execution period does not commence until the Counterparty has provided this data correctly and completely.
4. Suspension and Termination
Gate Software is authorized to suspend the performance of obligations or to terminate the agreement if:
- The Counterparty fails to fulfill its obligations
- Circumstances arise that give good reason to fear non-fulfillment
- The Counterparty fails to provide required security
- Delays make unaltered agreement execution unreasonable
5. Force Majeure
Gate Software is not obliged to fulfill any obligation towards the Counterparty if it is hindered from doing so as a result of a circumstance that is not due to its fault, and for which it is not accountable under the law, a legal act, or prevailing views in society.
Force majeure includes all external causes, foreseen or unforeseen, over which Gate Software cannot exert influence, but which prevent Gate Software from fulfilling its obligations.
6. Payment Terms
Gate Software is entitled to invoice periodically. Subscriptions are automatically debited by Gate Software at the beginning of each period unless otherwise agreed.
For services for which payment by bank transfer is agreed, payments must be made within 14 days of the invoice date, in the manner indicated by Gate Software in the currency in which the invoice was issued.
7. Retention of Title
All goods delivered by Gate Software under the agreement remain the property of Gate Software until the Counterparty has fulfilled all obligations arising from the agreement(s) properly.
Goods delivered by Gate Software that fall under retention of title may not be resold or used as a means of payment.
8. Service Level Agreement
The 'Service Level Agreement' or 'SLA' describes the qualitative and quantitative agreements for the service level to be achieved for the services offered by Gate Software.
Gate Software may modify the SLA. A new SLA will be communicated in Writing or Electronically. New SLA provisions will become effective immediately for new Products and after thirty (30) days for existing Products.