Terms and conditions

Last Modified: March 18 2021

Summary:

Codewolf operates an online platform named “Band Manager”, where users can upload, share, read, and download digital sheet music within a closed group such as music bands or orchestras. The goal of Band Manager is to facilitate the management and preservation of sheet music in an online digital environment.
Users who upload or share content (such as sheet music) to the Band Manager platform must ensure that they have the right to do so. Codewolf is not responsible nor liable for the content (such as sheet music) shared on its platform, including the legality thereof. Codewolf reserves the right to remove or delete any content that it believes could violate these Terms & Conditions or any law or regulation (including on copyright), or that it believes might be harmful to Codewolf, other users of the platform or third parties.
Codewolf waives any responsibility and liability regarding infringement of copyright with regard to sheet music uploaded, downloaded or shared on its platform, or used at performances, or any other content posted on its platform.
The user will indemnify Codewolf (and other users or third parties) for any breaches by the user (or through the user's account) of these Terms and Conditions, or of the rights of Codewolf, other users, third parties, or the law.

Article 1 : our identity

We are:

Codewolf, with registered office at Fazantenlaan 49, 8900 Ieper, registered in the Belgian Crossroads Bank for Enterprises under the number 0550.541.019 (hereinafter “Codewolf”, “Band Manager” or “we”).

E-mail address: Dit e-mailadres wordt beveiligd tegen spambots. JavaScript dient ingeschakeld te zijn om het te bekijken.
Website: www.bandmanager.be
VAT Number: BE0550541019
Bank Account Number: BE69 6528 2657 5478

Article 2: Applicability and purpose of our Platform and Service

These Terms and Conditions lay down the conditions governing access to and use of our Band Manager platform (hereafter the “Platform”). The Platform consists of various websites, apps, API’s and related services and software, including the url www.bandmanager.be or other domain names.

Our service (hereafter the “Service” or the “Services”) consists of the provision of the Band Manager Platform whereby we offer an online environment where users (hereafter together: the “Users” or a “User”) can upload, share, read, and download digital sheet music within a closed group, such as music bands or orchestras. Codewolf’s Service consist in essence in providing a software platform that enables the Users to manage and preserve digital sheet music in a safe and accessible digital environment, and to communicate with each other. Codewolf solely acts as a service provider with regard to the Service and the Platform, and does not act as a representative of any User.

Users are granted a non-exclusive, non-transferable, limited license to use the Platform for the purposes set out in these Terms and Conditions. Any use of the Platform is only permitted within the limits and conditions stated in these Terms and Conditions.

Article 3: Using the Platform

Codewolf reserves the right to refuse your registration or block/suspend access rights unilaterally and without forewarning if it appears that a User is using the Platform in violation of these Terms and Conditions or any applicable law.
Upon request by Codewolf, every User will provide Codewolf with any information, documentation or releases necessary to verify his/her compliance with these Terms and Conditions or with the law.
Every User explicitly agrees to refrain from attempting or engaging in the following activities while using the Platform:

1. Uploading, downloading or sharing documentation such as sheet music for which the User has not obtained the right to do so from the copyright owners;
2. Using documentation such as sheet music via the Platform for public performances if the user has not obtained the right to do so from the copyright owners;
3. Sending spam, chain letters, or other unsolicited e-mails or messages;
4. Uploading or spreading viruses, malware or other malicious software through the Platform;
5. Impersonating the name or identity of another person or entity or otherwise misrepresenting your affiliation with a person or entity, or hiding or attempting to hide your identity;
6. Harassing, slandering, insulting or abusing other Users;
7. Interfering with the proper functioning of the Platform in any way;
8. Interfering with or compromising the system integrity or security of the Platform, or deciphering any transmissions to or from the servers running the Platform;
9. Etc.

The Users represent and warrant that all content and documentation that they post, upload, download or share on the Platform will be correct and lawful. The Users agree that they will not post, upload, download, copy or share any content or documentation that is or might be infringing upon any laws (including on intellectual property) or upon any rights of others or upon any provisions of these Terms & Conditions, or that might be libelous, defamatory, misleading, privacy-breaching, inaccurate, false or otherwise incorrect or unlawful (if relevant).

The Users agree that they will comply with all rights, rules, terms and conditions imposed by any right-holders with regard to sheet music (or other content) accessed, used, downloaded, uploaded, shared, copied or otherwise used via the Platform.

The Users represent and warrant in particular that they have obtained the necessary rights from the right-owners to the sheet music to post, upload, download, copy or share the sheet music via the Platform or to use this sheet music for public performances.

The Users represent and warrant that all sheet music that is made available in the closed group of which they are a Member, should be kept limited to this group. The Users represent and warrant that they will not copy, duplicate, reproduce, share, disseminate, distribute or otherwise use any sheet music (or other content) or portions thereof with or towards any third parties outside the Platform, such as but not limited to physical or digital mediums, prints, emails, etc. (except if the User has a written authorization of the right holders to do so, in which case the User will always be the sole person responsible and liable towards the right holders; the User will indemnify and hold harmless Codewolf in full with regard to any claims in this regard).

Codewolf has the right, but not the obligation, to screen content or documentation (including sheet music) posted, uploaded, downloaded, copied or shared by Users on the Platform. Codewolf reserves the right to remove or delete any content or documentation that it believes might violate these Terms & Conditions or any law or regulation or that it believes might be harmful to Codewolf, its Users or any third party. Codewolf will not be deemed responsible or liable for any content or documentation (including sheet music) posted, uploaded, downloaded, copied or shared by Users on the Platform or used via the Platform for public performances. Codewolf will not be deemed responsible or liable for the removal of such content or documentation.

The listing of any sheet music, song lyrics, texts, opinions, products, brands, trademarks, names (e.g. of authors, artists or performers), or other content on the Platform does not constitute an endorsement or recommendation thereof by Codewolf.

Codewolf reserves the right to block access or suspend a User’s account, unilaterally, immediately, and without forewarning, for any Users who fail to observe these Terms and Conditions or the Platform’s Privacy & Cookie Policy or who infringe upon the rights of others (Users or third parties) or who infringe upon any applicable laws or regulations (including regarding copyright or other intellectual property rights). Codewolf reserves the right to take any action regarding the Service or the Platform if Codewolf believes such action is necessary or appropriate because the User endangers the Service or the Platform for other Users or jeopardizes the liability of Codewolf or a third party or because the User might violate applicable laws or these Terms and Conditions.

The User will indemnify Codewolf and other Users or third parties for any breaches by the User (or through the User's account) of these Terms and Conditions, or of the rights of Codewolf, other Users, third parties, or the law. Every User is responsible for its interactions with other Users. Codewolf reserves the right to monitor disputes between Users, without having an obligation to do so. Codewolf cannot be held liable for the (mis)conduct by Users towards other Users.

Users grant a worldwide royalty-free license to Codewolf to use and distribute messages or other content that they post on the Platform or through the Services (this applies to e.g. comments posted by Users via the Platform). Users waive, to the fullest extent permitted under applicable law, their moral rights on this content posted on the Platform. Users promise not to assert such moral rights or any other intellectual property or publicity rights against Codewolf, its sub-licensees, or its assignees.

Article 4: Creating an account

In order to have access to the Platform, every User must create a Band Manager account. When creating an account, the User will be asked to confirm that he or she has read these Terms and Conditions (and the Privacy and Cookie Policy), and accepts their content. Every visit to the Platform, every registration for or access to an account, and every other use of the Platform automatically implies that the Users accepts these Terms and Conditions (and the Privacy and Cookie Policy).
During the registration process of the Platform, Users will be asked to choose between different memberships for their account: “Organization-Membership” and/or “Individual Membership”.

As an “Organization-Member” (this is limited to bands, orchestras, choirs, music schools, or other organizations or entities), you will have a free or paid membership and will be responsible for the activities of the various individual members on your organization-account. Each “Organization-Member” will appoint one or more “Managers” who will manage the registration and the account of the Organization-Member.

As an Individual Member (this is limited to physical persons), you will not have to pay for membership, but will be invited or allowed membership through the organization (the Organization-Member). Individual Members can be either “Managers” (persons responsible within the organization) or regular “Members” (i.e., members of the organization or invited guests such as guest musicians or soloists).

These different memberships entail different usage rights by a User with regard to the Platform.

As a Manager, you manage your organisation’s (and its members) compliance with these Terms and Conditions and will be the point of contact for any communications in this regard. As a Manager, you are allowed to:

- Access, upload, share and download digital sheet music, within the closed groups the User is a Manager of: the Manager can in particular share digital sheet music with particular Users;
- Create a closed group wherein Users can access and download digital sheet music that was uploaded to the Platform;
- Invite Users to join the closed groups the Manager has created;
- Accept or decline membership of Users to the groups of which the User is a Manager of;
- Join a closed group/forum upon invitation of another Manager;
- Communicate with other Users in the closed groups;
- Manage administrative information about the Organization-Member, such as project management, lists, instruments, meeting reports, planning, substitute management, communication, etc.

As a Member, you are allowed to:

- Join a closed group, upon invitation or acceptance by a Manager;
- Access and download digital sheet music that was uploaded by the Manager to the Platform, within the closed groups the User is a member of;
- Communicate with other Users in the closed groups (however, the Manager can decide to only grant you “guest” status, in which case you will not be able to communicate with other Users).

Every User is solely responsible for the activities that occur on his or her account. Every Organization-Member will be responsible for the activities of its “Members” and its “Manager(s)”. Every single Member will be responsible for the activities on his or her individual account.

Any physical person (Manager) that creates an account in the name of an Organization-Member must be duly authorized to do so.

The password and login details to access the Platform are strictly personal. A User may not transfer, communicate or sell these to other persons.

Codewolf has the right to accept or to refuse a request for registration at any time. When Codewolf confirms this request for registration, the User will receive a confirmation e-mail with the relevant data for accessing and managing his or her account. At the moment of sending this e-mail, an agreement will be concluded between Codewolf and the User.
A User’s registration may be refused for the following reasons:
1. The User does not provide the requested data for identification or provides incomplete or incorrect data;
2. The User tries to register several times by using different names or a name of another person or legal entity;
3. The User fails to fulfil one or more of the obligations mentioned in these Terms and Conditions or provided by the law, or has failed to do so in the past;
4. Any other reason on the basis of which Codewolf can reasonably judge that the registration cannot be accepted.

When creating an account, the User must provide the requested information accurately and completely, and must keep this information accurate and up to date. For the needs of the registration and execution of these Terms & Conditions, Codewolf has the right to request any document or information of any kind from the User that might be necessary for the conclusion of these Terms & Conditions or for the continued existence of the contractual relationship.

A User (Manager) who invites a minor to a closed group on the Platform is solely responsible for the consent of this minor as concerns the processing of their personal data by Codewolf, and as concerns the acceptance of and compliance with these Terms and Conditions.

The Users of the Platform are solely responsible for the suitability and maintenance of their technical material such as, computer, laptop, smart phone, tablet, modem, internet access, etc. The Users of the Platform are also solely responsible for installing and updating antivirus systems, firewalls, and other protective technologies to their devices to prevent material and other damage.

Codewolf cannot be held liable for any damages caused by e.g. a loss of log-in data or an unauthorised use of a User’s account. Each User has to notify Codewolf immediately in case of any breach of security, unauthorised use, or other suspicious activity of his or her account.

Article 5: Pricing and Payment

Registering, accessing or using the Platform as a Manager means that you agree with the pricing and payment terms in name of the organisation or entity for which you created the account. Payment terms can be updated by Codewolf from time to time. Codewolf may add new services for additional fees and charges and add or amend fees and charges for existing services, at any time.

Codewolf has the right to charge Organization-Users a license fee for their membership (including for the use of the Platform by the various individual Members on their Organization-Account), services fees, reimbursement of costs and taxes (always where applicable and when notified to the Organization-User during the registration process). Membership for individual Members, will be free of charge.

Codewolf will send its invoices for the license fees, service fees, costs and taxes such as VAT (where applicable) to the Organization-Users electronically and up front, i.e., for the month to come. All payments made by Organization-Users to Codewolf shall be in Euro. The fees mentioned above will be immediately payable as from receipt of the invoice. All bank or credit card expenses and fees relating to (international) payments are to be paid by the Organization-User.

Amounts that remain unpaid as of maturity date will automatically and without notice generate a late payment interest set in accordance with Clause 5 of the Belgian Act of 2 August 2002 regarding the prevention of late payment in commercial transactions, as well as a lump sum indemnity as provided for in that Act of 10% of the amount that remained unpaid (with a minimum of 250 euros).

Complaints regarding our invoicing must be communicated to us within 7 calendar days after the invoice date.

Codewolf has the right to change its prices upon giving at least one month written notice. If the Organization-User does not agree with such change in pricing, it will be entitled to terminate the contractual relationship with one month written notice (during this notice period, the old prices will apply).

In principle, there are no refunds for or in connection with a termination, suspension or cancellation of an account. In the event that Codewolf terminates, suspends or cancels an account, Users agree that they do not have a right to a refund in any way.

Article 6: Warranties

All services and obligations of Codewolf described in these Terms and Conditions and offered through the Platform or the Services are “best efforts” obligations and do not constitute an obligation to achieve a specific result.
Codewolf pays the utmost attention and care to its Platform. The structure and features of the Platform are subject to change. Codewolf offers its Services, the Platform and the features of the Platform without explicit or implicit guarantees or warranties regarding its correctness, completeness or fitness for a certain purpose. Codewolf reserves the right to optimize, adapt and remove the features of the Platform or the Services on a regular basis.
Codewolf provides the necessary bandwidth, storage capacity, and security systems to protect the Platform, its IT system, its databases and the data of the Users of the Platform. Codewolf makes regular adjustments with regard to security and antivirus protection, among other things.
Codewolf makes every effort to grant access to the Platform 24 hours a day, 7 days a week. In this context, Codewolf guarantees availability of at least 99% on an annual basis. However, given the technical characteristics of the internet and of the IT resources, and the need to perform periodic maintenance, update or upgrade work, Codewolf cannot guarantee uninterrupted access and service to the Platform. In the event of normally acceptable interruptions or disruptions in access or service, Codewolf will make every effort to find a solution to the problem as quickly as possible. Interruptions or disruptions are specific to any service provided via the internet. These cannot be considered as shortcomings and will not give rise to compensation.
Codewolf does not warrant (i) that the features or content of the Platform will always be accurate, reliable or correct; (ii) that the Platform will meet all of the User’s requirements or expectations; (iii) that the Platform will be available at any particular time or location, uninterrupted or secure; (iv) that any defects or errors will always be corrected in a timely manner; or (v) that the Platform will always be free of viruses or other harmful components.
Users represent and warrant that they shall not use the Platform or Services for any illegal purpose; that they shall not upload, download or share any illegal content through the Platform (including sheet music for which they have insufficient rights); that they shall not interfere with or disrupt any networks connected to the Platform or the Services; that they shall not attempt to gain unauthorized access to any computer systems, data or networks; that they shall not circumvent technical measures used by Codewolf to provide the Platform or the Services; that they shall not harvest or otherwise collect information about Users without their prior written consent; and that they shall not interfere with other Users’ use and enjoyment of the Platform or the Services.

Article 7: Liability and exclusion/limitation of Liability

Codewolf does not guarantee the legality, compatibility, accuracy or completeness of any documentation (including sheet music) shared via the Platform or of any content posted on the Platform.
Codewolf reserves the right to monitor possible disputes between Users or to act as an arbitrator / mediator in disputes between Users or between Users and third parties but has no obligation to do so.
Under no circumstances or legal grounds (including contractual breach, tort, negligence, breach of statutory duty, hidden or latent defect, or otherwise) will Codewolf be responsible or liable towards the User or a third party for any form of direct, indirect, incidental, special, or consequential damages as a result of or in connection with these Terms and Conditions, the Platform, the Services, the use thereof or the unavailability or malfunctioning thereof, including but not limited to loss of income, loss of profit, loss of opportunity or sale, benefits missed out on, savings missed out on, loss incurred on account of business stagnation, loss of goodwill or reputation, losses suffered by clients or partners, loss of data or communication, damages due to copyright infringements by Users, etc., even if the possibility of such damage has been reported.
The Users acknowledge and accept that the Website, the App and the Platform are provided “as is”, and that neither Codewolf nor any of its employees, directors, contractors, affiliates, licensors or service providers makes any representations or warranties to you regarding the usability, condition or operation thereof. Codewolf and its employees, directors, contractors, affiliates, licensors and service providers will not be liable for any claims related to (un)availability, (un)accessibility, (in)compatibility or (in)accuracy of the Codewolf Website or the Platform or related to the (in)security of the Codewolf Website or the Platform. In particular, Codewolf and its employees, directors, contractors, affiliates, licensors or service providers will not be liable for any damage (whether direct or indirect damage) related to breach of security, hacking, viruses or other malicious software, burglary in communication systems, bugs, errors, theft of data, loss of data (including loss of login data), breach of privacy, spamming, damage to hardware devices, delays or disruptions, etc. Under no circumstances will Codewolf be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Platform or a User’s account.
To the maximum extent permitted by applicable law, Codewolf will not be liable nor responsible for:

1. Documentation (including sheet music) uploaded, downloaded or shared via the Platform by Users who have insufficient rights to do so;
2. copyright claims from the copyright owners of the digital sheet music uploaded, downloaded or shared via the Platform.
3. errors, mistakes, omissions or inaccuracies of content posted on the Platform;
4. defamatory or offensive language or content posted on the Platform;
5. user comments posted on the Platform;
6. incorrect information of the identity or contact information of Users;
7. illegal conduct of any third party on the Platform;
8. any interruption or cessation of transmission to or from the Platform or any unavailability of the Platform or the Service;
9. any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform;
10. unauthorized access to or use of your account or our servers and/or personal information stored therein;
11. external links to other websites posted on the Platform.

Any documentation or content downloaded or otherwise obtained or shared through the use of the Platform is done at the User’s own risk. The User will be solely responsible and liable for any damage to computer systems, mobile devices, IT systems, or loss of data that results from such download or use of the Platform or Service.

Subject to this paragraph, Codewolf’s liability (and the liability of any employees, directors, contractors, affiliates, licensors or service providers of Codewolf) in contract, pre-contract, tort or otherwise arising out of or in connection with these Terms and Conditions or its termination shall in each case be limited in aggregate to €1.000 (thousand euros).

Article 8: Privacy

Codewolf is dedicated to establishing trusting relationships with its Users, based on respect for personal identity and personal information. Users consent to the disclosure by Codewolf of the personally identifiable information that they provide to Codewolf with regard to the Service.
To demonstrate our commitment to Users’ privacy, we have developed a Privacy & Cookie Policy, which forms an integral part of this contractual relationship between you and us, a current copy of which is available at https://www.bandmanager.be/privacy. If we decide to change our privacy practices, we will post those changes in the Privacy & Cookie Policy displayed on our Platform, and other places we deem appropriate, so our Users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.
We will use information in accordance with the Privacy & Cookie Policy under which the information was collected. If, however, we intend to use our Users’ personally identifiable information in a manner different from that stated at the time of collection, we will notify Users via email and ask their permission before doing so. In addition, if we make any material changes in our privacy practices that do not affect User information already stored in our database, we will post a prominent notice on our Platform notifying Users of the change. In some cases where we post a notice of changes to our Privacy & Cookie Policy, we will also notify via email those Users who have opted to receive email communications from us.
By providing Codewolf his/her e-mail address or other contact details, every User gives consent to Codewolf to use this e-mail address to send the User Service-related notices. In addition, the User can choose to be kept up to date on news, special offers and other updates regarding the Service or the Platform, and to receive the Codewolf newsletter, if he or she has opted to receive such messages. If a User no longer wishes to receive such messages, he/she can choose to unsubscribe to such messages at any time by sending an e-mail to Dit e-mailadres wordt beveiligd tegen spambots. JavaScript dient ingeschakeld te zijn om het te bekijken..

Article 9: Duration

These Terms and Conditions, including the Privacy Policy, that you accept upon registration, remain valid until Codewolf or the User terminates the contractual relationship between the parties. The contractual relationship between us and you can be terminated at any time, by any of the parties, subject to a written termination notice of one month (during which payment will still be due for Organization-Users). Termination notices can be sent by email or by registered letter or through the Platform (e.g. a message to or via the User’s account on the Platform).

In case of termination of the contractual relationship for any reason whatsoever, the Organization-User will have the right to transfer the documentation (sheet music) on its account to another service provider during the notice period.

Codewolf shall have the right to terminate or dissolve these Terms and Conditions and any contract with the User, without prior court approval, with immediate effect, at any time, and without prior notice or compensation in lieu of notice, by sending a written notice (e.g. email or through the Platform) of termination to the User specifying the reasons for the termination, if any of the following events occur:

- the User has committed a material breach of any of its obligations under these Terms and Conditions (e.g. infringements of the intellectual property rights or privacy rights of others or non-payment of an invoice for a period of more than 30 calendar days) and, notwithstanding a written request from Codewolf to rectify the breach and to refrain from any breaches in the future, fails to comply with such a request; or
- the User becomes insolvent or enters into liquidation, a petition in bankruptcy has been filed, or the User has been declared bankrupt or has filed a voluntary petition for proceedings in temporary relief of creditors.

Article 10: Intellectual Property Rights

Codewolf is the exclusive owner of the intellectual property rights attached to the Website, the Platform and the Services offered (also encompassing the rights to the trademarks, names and logos “Band Manager” and “Codewolf”). As a User of the Platform and the Service, you undertake to refrain from copying, reproducing, disseminating, duplicating, reverse engineering, extracting the source code, publishing, licensing out, running, transferring, reselling or in any other manner using the totality or the component parts making up the Platform (or a part thereof) in any way and in any form whatsoever. These component parts relate inter alia to the brand names, trademarks, texts, software, databases, forms, trade names, logos, graphic components, photo’s, video’s, illustrations, designs, drawings, slogans, layouts and page arrangements and any other component part of the Platform or the Service that is eligible for protection. All intellectual property rights (incl. copyrights, patents, trademarks, design rights, database rights, etc.) related to the Platform or the Services remain the property of Codewolf. The User shall indemnify Codewolf with respect to all damages and costs resulting from the infringement of this article, including infringement by third parties that are related to the customer.
The ownership of the User's library of sheet music or other content posted or shared via the Platform remains with the User when he or she uploads, shares or stores this library or content via the Platform. Certain documentation (such as sheet music) on the Platform may be protected by the intellectual property rights of a third party, such as a composer or a publisher. As mentioned above in Article 10, Codewolf will not be liable or responsible for any copyright claims from these copyright owners. If Codewolf receives a copyright claim from a third party regarding the unlawful use of sheet music or other content via the Platform by a User or via a User’s account, the User will indemnify and hold harmless Codewolf in full with regard to such claims (including for damages and attorneys’ fees).
Upon request by Codewolf, every User will provide Codewolf with any information, documentation or releases necessary to verify the User’s legal right to upload, download, share, copy, or otherwise use the content he or she has submitted to or via the Platform. Users are solely responsible and liable for the compliance with their national legislation in regard to the use of any content (such as sheet music) via the Platform.
If a User has become aware of illegal content on the Platform, he or she should contact us immediately via the following contact details (or the contact details mentioned on the Platform):
By email: Dit e-mailadres wordt beveiligd tegen spambots. JavaScript dient ingeschakeld te zijn om het te bekijken.
By telephone: +32 485 60 18 06
By post: Copyright Agent, Band Manager, Fazantenlaan 49, 8900 Ieper, Belgium

Codewolf will use its best efforts to handle such notifications within 3 working days.

Article 11: Governing Law and venue

All disputes concerning the validity, interpretation, enforcement, performance and termination of these Terms and Conditions, as well as matters of pre- and extra-contractual liability between us and the Users, shall be governed by and construed in accordance with Belgian law. No effect shall be given to any other choice-of-law or conflict-of-laws provisions, including the UN Convention on the Sale of Goods 1980.
All disputes concerning the validity, interpretation, enforcement, performance and termination of these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Belgian courts of the judicial district of Codewolf.

Article 12: Miscellaneous

We always hope that all our Users are 100% satisfied. If you do have complaints about our services you can contact us via the contact details mentioned on the Platform (including the email address Dit e-mailadres wordt beveiligd tegen spambots. JavaScript dient ingeschakeld te zijn om het te bekijken.. We will do our best to handle your complaint within 7 days.
Whenever possible, the provisions of these Terms and Conditions shall be interpreted in such a manner as to be valid and enforceable. However, if one or more provisions are found to be invalid, illegal or unenforceable, the remainder of these Terms and Conditions (and of that particular provision) shall remain in full force and effect. In such an event, the parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision, to reflect the purpose of the invalid, illegal or unenforceable provision(s).
These Terms and Conditions shall supersede, without exception, any and all of the User’s terms and conditions, or other terms or conditions of quotation, acceptance, or purchase. Under no circumstances will any terms of the User have priority over these Terms and Conditions.
We reserve the right to unilaterally change these general Terms & Conditions. We will inform you of such changes within a reasonable period of time, for instance by (a) posting a revised version of the Terms and Conditions on our Platform, and/or (b) sending information regarding the amendment to the contact details you have provided to us. You are responsible for regularly reviewing the Platform to obtain timely notice of such changes or amendments. You shall be deemed to have accepted such changes or amendments by continuing to use or access the Platform or our Services after such changes or amendments have been posted or information regarding such changes or amendments has been sent to you. In case of a substantive change of these general Terms & Conditions, you will have a right to terminate our contractual relationship (but no reimbursement of paid fees shall apply).
In the event of force majeure, the parties are not obliged to fulfil their obligations. In such case, either the obligations can be suspended for the duration of the force majeure, or the agreement can be terminated, in whole or in part, subject to compliance with article 1134 of the Belgian Civil Code. Force majeure is any unforeseen event beyond the reasonable control of the parties (or any foreseeable event with unforeseeable consequences that may not reasonably be avoided), that completely or partially prevents the fulfilment of a party’s obligations. This includes, but is not limited to: strikes, fire, operational disruptions, diseases or epidemics, energy disruptions, breakdowns, mechanical failures, IT failures, system errors, power failures, disruptions in a (telecommunications) network or connection or used communication systems and / or the unavailability of our Website, App or Platform, the failure to deliver or the untimely delivery from suppliers or other engaged third parties, labor disputes, war, terror, acts of governments or regulators, extreme climate and weather conditions, etc. Confidentiality obligations and payment obligations will not be excused by events of force majeure. The party claiming force majeure shall promptly inform the other party in writing, explaining its reasons and the details of the force majeure event.
A party’s failure to enforce another party’s strict performance of any provision of these Terms and Conditions will not constitute a waiver of the first party’s right to enforce that provision or any other provision of these Terms and Conditions.
Codewolf and the User(s) will remain independent parties. Nothing in these Terms and Conditions shall create any joint venture, agency, franchise, employment or any other relationship between Codewolf and the User(s).
At any time and without notice, Codewolf is allowed to change its Service or the Platform, partially or in whole; to stop providing its Service or features of the Platform, to a specific User or to Users generally; to create usage limits for its Service or the Platform; and to sell or transfer the Platform or the Service (or parts thereof) or the contractual relationship with the User to a third party (the Users agree with a such sale or transfer).