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Terms & Conditions
WE UPDATED OUR TERMS & CONDITIONS ON 09.02.2023.
1.1 Sem Express: In these General Terms and Conditions, “Sem Express” means Blue Internet Solutions Ltd.
1.2 Licensee: The (legal) person with whom Blue Internet Solutions Ltd. has concluded an Agreement.
1.3 Services: The services to be provided by Sem Express, as described on sem-express.com, including providing access to and using the System via a browser, solely for the purpose of setting up and maintaining the Website, and possibly the hosting of the website.
1.4 Agreement: The Agreement (including these Terms and Conditions) between Sem Express and Licensee under which Sem Express provides Services or supplies goods to Licensee.
1.5 System: Equipment, software managed by Sem Express (including the program code for setting up and maintaining a Website), writing space and the Website with which it provides the Services to Licensee.
1.6 Website: The Website operated by Licensee based on the Sem Express System.
1.7 General Terms and Conditions: these General Terms and Conditions
2.1 These General Terms and Conditions apply to all offers and legal relationships of Sem Express and to all Agreements concluded with
Sem Express whereby Sem Express supplies goods and/or Services of whatever nature and under whatever name to Licensee.
2.2 The applicability of purchase or other terms and conditions of Licensee is expressly rejected.
2.3 Licensee enters into this Agreement in the capacity of a company. Licensee can therefore not invoke consumer law and does not enjoy protection such as the right of withdrawal.
2.4 Sem Express is entitled to unilaterally change the content of these General Terms and Conditions. Changes will be announced in writing or by e-mail and will take effect fourteen (14) days after notification, or on such other date as specified in the notification.
2.5 If Licensee does not wish to accept the amendments to the General Terms and Conditions, it has the right to terminate the Agreement as of the date on which the amended terms and conditions take effect, without Sem Express being obliged to pay compensation for costs or damages. The paid subscription fee will be refunded pro rata.
2.6 Deviations from and additions to these General Terms and Conditions are only valid if they have been agreed in writing between the parties.
2.7 If any provision of the General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain in full force. In that case, Sem Express and Licensee will consult with the aim of agreeing on new provisions to replace the void or voided provisions.
Realization of the agreement
3.1 All offers from Sem Express are non-binding and can be revoked within ten working days after notification of the acceptance of the offer, unless expressly stated otherwise in the offer. Licensee guarantees the correctness and completeness of the information provided to Sem Express by or on behalf of it on which Sem Express has based its offer.
3.2 The Agreement between Sem Express and Licensee is concluded by clicking on the order button in the last step of the registration process on the Website of sem-express.com. The Agreement is also concluded when Licensee provides payment details by telephone, email or in writing.
3.3 Sem Express has the right to refuse a potential Licensee without giving any reason.
3.4 Licensee appoints at least one contact person. Licensee will ensure that one contact person is available during normal business hours. Any change in a contact person must be communicated to Sem Express immediately.
4.1 Sem Express is the exclusive owner of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code and know-how, which rest on or arise from the System and related software.
4.2 All intellectual property rights to software, websites, data files, equipment, training, test and examination material or other materials developed or made available to Licensee under the Agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof rest solely with Sem Express, its licensors or its suppliers.
4.3 Sem Express grants Licensee a non-exclusive, non-transferable, non-pledgeable and non-sublicensable right to use the System. The right of use commences upon the conclusion of the Agreement only during the term of the Agreement. Licensee cannot claim the intellectual property rights referred to in Article 4.1.
4.4 The right of use is not transferable. Licensee is not permitted to sell, rent, sublicense or make the right of use available to a third party in any way or for any purpose whatsoever.
4.5 Licensee may only use the right of use for its own business activities.
4.6 Licensee shall not remove or have removed or changed any designation(s) regarding the confidential nature or regarding copyrights, brands, trade names or any other intellectual property right from the software, website, data files, equipment or materials.
4.7 Even if the Agreement does not expressly provide for this, Sem Express is always permitted to install technical provisions to protect equipment, data files, websites, software made available, software that gives Licensee (direct or indirect) access, and the like in in connection with an agreed limitation in the content or the duration of the right to use these objects. Licensee shall not remove or circumvent such technical provision(s).
4.8 Licensee shall refrain from modulating, adapting, further developing or reverse engineering the intellectual property
4.9 Sem Express is never obliged to perform data conversion, unless this has been expressly agreed in writing.
4.10 Licensee is prohibited from transferring the username(s) and password(s) provided by Sem Express to third parties without permission from Sem Express.
5.1 If and insofar as the Agreement concluded between the parties is a continuing performance contract, the Agreement is entered into for the duration agreed between the parties, failing which the duration of 1 year will apply.
5.2 The term of the Agreement is tacitly extended each time for the duration of the originally agreed period, unless Licensee or Sem Express terminates the Agreement in writing with due observance of a notice period of 7 calendar days before the end of the relevant period.
5.3 The Agreement cannot be terminated prematurely.
5.4 After termination or dissolution of the Agreement, Licensee will refrain from any direct or indirect use of the licensed services and is obliged to remove all information obtained from Sem Express from all information available at Licensee within two working days after the date of termination or dissolution. computer) equipment.
5.5 Each of the parties is only entitled to dissolve the Agreement due to an attributable shortcoming in the performance of the Agreement if the other party, always in all cases after a written notice of default that is as detailed as possible, setting a reasonable term for clearing the the shortcoming, attributable failure to comply with essential obligations to cooperate and/or provide information by Licensee or a third party to be engaged by Licensee shall in all cases be regarded as an essential obligation under the Agreement.
5.6 Sem Express and Licensee are authorized to terminate the Agreement in writing or by e-mail with immediate effect without further notice of default or judicial intervention and without being obliged to pay any compensation for costs or damage in the following cases;
if the other party files for bankruptcy or is declared bankrupt;
Licensee applies for (provisional) suspension of payment or is granted (provisional) suspension of payment;
Licensee is placed under guardianship or administration, or Sem Express ceases or liquidates its activities.
5.7 Irrespective of the other provisions of this Agreement, the following obligations will continue after the termination of this Agreement:
intellectual property rights;
Rights and Obligations Sem Express
6.1 Sem Express makes every effort to make the Services available continuously, but does not guarantee that the Services will be available at all times. We ask you to notify us immediately if the System has a malfunction, such as an error message or the failure of a functionality. You can do this by sending an e-mail to email@example.com
6.2 Sem Express will make every effort to perform its Services with due care, where applicable in accordance with the agreements and procedures recorded in writing with Licensee. All Sem Express Services are performed on the basis of a best efforts obligation, unless and insofar as Licensee has expressly promised a result in the written Agreement and the relevant result has also been described with sufficient certainty in the Agreement.
6.3 Any agreements regarding a service level (Service Level Agreement) are only expressly agreed in writing. Licensee will always inform Sem Express immediately about all circumstances that influence or may influence the service level and the availability thereof. If agreements have been made about a service level, the availability of software, systems and related Services will always be measured in such a way that the decommissioning announced in advance bySem Express due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond Sem Express's sphere of influence, are located are disregarded. Subject to proof to the contrary to be provided by Licensee, the availability measured by Sem Express will be regarded as full proof.
6.4 Sem Express is not involved in the content of Licensee's Website, Sem Express is therefore not responsible for the content and quality of the products and Services offered, advertising, and the handling of sales such as payment and delivery.
6.5 Sem Express reserves the right to make changes to the Services and the System. Sem Express will make every effort to give advance notice of changes that imply a limitation of the core functions of the Services and the System, with due observance of a reasonable period of time, unless this is not reasonably or technically possible.
6.6 Sem Express may be able to expand the Services and/or the System with modules that contain new functionalities. Modules that are offered to new users against payment do not automatically fall within the scope of the Agreement. If Licensee wishes to use these modules, it must make further agreements with Sem Express.
6.7 Sem Express provides an electronic newsletter in which Licensees are informed about the developments of the Sem Express Services. Unless Licensee indicates that it does not appreciate this, during the term of this Agreement Licensee will receive these electronic newsletters at the e-mail address provided during the registration process.
6.8 Data hosted by Sem Express is stored securely. Sem Express makes every effort to make (daily) backups of data used within Licensee's Website, but does not guarantee the availability of this data.
Rights and Obligations Licensee
7.1 Licensee hereby acquires the non-exclusive and non-transferable right to use the Services to set up one Website via the equipment and software to be provided by it. Sem Express makes the agreed computer programs and the agreed user documentation available for use to Licensee on the basis of a user license during the term of the Agreement, hereinafter referred to as 'the software'. The right to use the software is non-exclusive, non-transferable, non-pledgeable and non-sublicensable. Sem Express's obligation to make available and Licensee's right of use extend exclusively to the so-called object code of the software. Licensee's right of use does not extend to the source code of the software. The source code of the software and the technical documentation created during the development of the software are not made available to Licensee, not even if Licensee is prepared to pay a financial compensation for this.
7.2 Licensee is responsible for all use of the Services. Licensee will always strictly comply with the agreed restrictions, of whatever nature or content, on the right to use the software. Licensee may only use the software in and for the benefit of his own company or organization and only insofar as this is necessary for the intended use. Licensee will not use the software for third parties, for example in the context of 'Software-as-a-Service' (SaaS) or 'outsourcing'.
7.3 Sem Express is never responsible for making backups of Licensee's data. Licensee is responsible for making proper backups of its own data used for setting up and maintaining the Website.
7.4 When entering into the Agreement, Licensee must provide the correct, current and complete (address) details that are requested from Licensee during the registration process. Licensee must pass on changes to this (address) data as soon as possible via the Sem Express back office.
7.5 Licensee must refrain from unauthorized use of the Services and will act and behave in accordance with what can be expected by Sem Express from a careful user. In particular, in using the Services, Licensee will:
not place any data on the System that infringes the intellectual property rights of third parties;
not offer products or services that have been stolen, violate legal provisions or otherwise infringe the rights of third parties;
not distribute data that is contrary to legal provisions, public order and good morals;
not intentionally distribute or cause to be distributed viruses or other programs that may damage equipment, software or data of third parties;
not (attempt to) gain access to computers or computer systems for which he is not authorized ('hacking');
not change, erase or render unusable data posted to the System by other users of the Services or add data to such third party data without the consent of the third party in question;
not use the Services in such a way that the proper functioning thereof is prevented, or that this can cause damage or nuisance to other users of the Services;
refrain from making his username or (part of) the Services available to third parties in any way. Licensee will keep his user name strictly personal and secret;
follow any instructions provided by Sem Express in connection with the use of its Services.
7.6 Without prejudice to its other rights under the law or the Agreement, Sem Express reserves the right to suspend its obligations to Licensee or to terminate the Agreement immediately without prior notice if it acts, or is reasonably suspected of acting, in breach of clause 7.5, without Sem Express being obliged to pay any compensation.
7.7 If a Licensee wishes to have a security check performed by a third party, this is possible, but the date and time of this check must be coordinated with Sem Express.
7.8 When switching from another platform, the Licensee is responsible for setting up redirects from old URLs to new (Sem Express) URLs, so that the SEO value of the old URLs is preserved.
7.9 Licensee is obliged, where appropriate, to cooperate with the registration, transfer and cancellation of domains, changes to registrations in the databases of the allocation authorities and changes to providers and registrars.
7.10 The Licensee is never permitted to sell, rent, alienate or grant limited rights to the software and the carriers on which the software is or will be recorded or to make it available to a third party in any way, for any purpose or under any title whatsoever. set third.
7.11 Licensee shall, upon request, immediately cooperate with an investigation to be carried out by or on behalf of Sem Express regarding compliance with the agreed restrictions on use. Licensee will grant access to its buildings and systems upon Sem Express's first request. Sem Express will treat confidentially all confidential business information that it obtains from or at Sem Express in the context of an investigation, insofar as this information does not concern the use of the software itself.
7.12 The parties agree that the Agreement concluded between the parties, insofar as it has the object of making software available for use, is never regarded as a purchase agreement.
7.13 Sem Express is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, contrary to the foregoing, Sem Express is asked to provide maintenance and/or support with regard to the software, Sem Express may require Licensee to enter into a separate written Agreement for this.
License fee and prices
8.1 License fees and other prices or rates stated by Sem Express or agreed with Sem Express are exclusive of VAT and other taxes or levies, unless stated otherwise. If, according to the Agreement concluded between the parties, Licensee consists of several natural persons and/or legal entities, each of those (legal) persons is jointly and severally bound to Sem Express to comply with the Agreement. With regard to the services performed by Sem Express and the amounts owed by Licensee for this, the data from Licensee's records provide complete evidence, without prejudice to Sem Express's right to provide evidence to the contrary.
8.2 Sem Express is in all cases entitled to adjust the agreed price by means of an e-mail to Licensee with due observance of a period of thirty (30) days.
8.3 If Licensee does not wish to agree to a price adjustment made known by Sem Express, Licensee is entitled to terminate the Agreement in writing or by e-mail within thirty (30) days after notification thereof at the time specified in Sem Express's notification. stated date on which the price adjustment would come into effect. The paid license fee will be refunded pro rata.
8.4 With regard to the payment of the license fee and other amounts due, the Licensee is not entitled to set-off. Licensee may not suspend payment of the license fee or other amounts on the grounds that the Services are faulty.
8.5 If Sem Express blocks a Service on the basis of the applicable conditions, it is entitled to make the unblocking subject to the condition that Licensee pays the applicable costs, in accordance with the applicable regulations at Sem Express at the time of the unblocking.
9.1 The license fee is invoiced in advance of the period.
9.2 Payment of the license fee must be made no later than fourteen (14) days after the invoice date if no payment method based on direct transfer is used (iDeal, PayPal, credit card, etc.).
9.3 Sem Express is at all times entitled to demand full or partial payment in advance and/or to obtain security for payment in some other way.
9.4 If Licensee does not pay the amounts due within the agreed term, Licensee will immediately be in default without any notice of default being required and will owe statutory interest on the outstanding amount. If Licensee remains negligent after notice of default to pay the claim, the claim can be handed over, in which case Licensee will also be obliged to pay full compensation for extrajudicial and judicial costs, including all costs calculated by external experts in addition to the total amount due at that time. the costs determined in court, related to the collection of this claim or the exercise of legal rights otherwise, the amount of which is set at a minimum of 15% of the total amount with a minimum of € 75.00. This is without prejudice to Licensee's other legal and contractual rights.
9.5 Without prejudice to its other rights under the law or the Agreement, Sem Express is entitled, in the absence of timely payment, to suspend the Service without being obliged to pay any compensation for costs or damage to Licensee.
9.6 Sem Express has the right to disable the Website at all times if payment of the invoice has not been received more than 45 days after sending/notification.
9.7 If the Licensee intends to reverse the automatic/one-off direct debit at the bank, the Licensee must first consult with Sem Express.
9.8 In the case of Services offered by Third Parties, as referred to in paragraph 8 of this article, Licensee enters into a direct agreement with the relevant third party upon acceptance of an offer.
9.9 With regard to (such, as referred to in the previous paragraph) Services offered by Third Parties, no Agreement is concluded for the payment services between Sem Express and Licensee, but between the relevant Third Party and Licensee. Sem Express is therefore not a party to the aforementioned agreement.
9.10 Sem Express is in no way liable for any damage suffered by Licensee in connection with (the performance of) the agreement regarding Services offered by Third Parties.
Warranty, refunds & advertising
10.1 Sem Express will make every effort to repair errors, which have been reported to Sem Express in detail in writing, within a reasonable period if they have been received within a period of three months after delivery. Sem Express does not guarantee that the software is suitable for the actual and/or intended use. Sem Express also does not guarantee that the software will work without interruption and/or that all errors will always be corrected. The repair will be carried out free of charge, unless the software has been developed on behalf of Licensee, other than for a fixed price, in which case Sem Express will charge the costs of repair according to its usual rates. The repair obligation lapses if Licensee makes or has changes made to the software without written permission from Sem Express.
Errors will be rectified in a location and manner to be determined by Sem Express. Sem Express is entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software
10.2 Sem Express is never obliged to repair mutilated or lost data.
10.3 Defects in the security of the information stored by Licensee on Sem Express systems and defects as a result of actions by Licensee itself or of other licensees or internet users, as a result of changes in dial-in numbers, login procedures, account and/or e-mail address or other changes are not covered by the warranty and are at the expense and risk of Licensee.
If Sem Express is obliged to provide a form of information security on the basis of the Agreement, this security will comply with the specifications regarding security agreed in writing between the parties. Sem Express does not guarantee that information security will be effective under all circumstances. If an expressly described method of security is missing in the Agreement, the security will meet a level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs associated with the security. The access or identification codes and certificates provided to Licensee by or on behalf of Sem Express are confidential and will be treated as such by Licensee and will only be made known to authorized personnel from Licensee's own organization. Sem Express is entitled to change assigned access or identification codes and certificates. Licensee shall adequately secure its systems and infrastructure and shall have anti-virus software running at all times.
10.4 If the parties have not agreed on an acceptance test, Licensee will accept the software in the state it is in at the time of delivery ('as is, where is'), therefore with all visible and invisible errors and defects, without prejudice to Sem Express's obligations on under the guarantee scheme. Licensee must accurately inspect the Service provided immediately after activation, under penalty of forfeiture of any right to complaint and/or guarantee. In the aforementioned case, the software will be deemed to have been accepted by Licensee upon delivery or, if installation to be carried out by Sem Express has been agreed in writing, upon completion of the installation.
10.5 If Licensee does not agree with a debit from his account/credit card, Licensee can contact Sem Expressx via the contact page on the website. Licensee will then receive a substantive response from Sem Express within 15 working days. If Licensee's dispute is found to be well-founded, the collected amount will be refunded as soon as possible to the account from which it was debited.
10.6 It is not permitted to terminate the Agreement prematurely and as a result to reclaim amounts already paid. After the end of the contract period, it is possible to terminate the Agreement, free of charge, in accordance with Article 4.
10.7 Complaints do not suspend Licensee's payment obligations.
10.8 Any agreements regarding a service level (Service Level Agreement) are only expressly agreed in writing. Licensee will always inform
Sem Express immediately about all circumstances that influence or may influence the service level and the availability thereof.
10.9 If agreements have been made about a service level, the availability of software, systems and related services will always be measured in such a way that the decommissioning announced in advance by Sem Express due to preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the sphere of influence of Sem Express are located, disregarded. Subject to proof to the contrary to be provided by Licensee, the availability measured by Sem Express will be regarded as full proof.
Intellectual Property Rights
11.1 If Sem Express is prepared to undertake to transfer an intellectual property right, such an undertaking can only be entered into explicitly and in writing. If the parties agree in writing that an intellectual property right with regard to software, websites, data files, equipment or other materials developed specifically for Licensee will be transferred to Licensee, this will not affect Sem Express's right or ability to to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like for other purposes without limitation, either for itself or for third parties. Nor does the transfer of an intellectual property right affect Sem Express's right to make developments, for itself or a third party, that are similar to or derived from those that have been or will be made for Licensee.
11.2 All intellectual property rights to the software, websites, databases, equipment, training, test and examination materials or other materials developed under the Agreement or made available to Licensee, such as analyses, designs, documentation, reports, quotations, as well as preparatory materials thereof, are held solely by Sem Express, its licensors or its suppliers. Licensee acquires the rights of use expressly granted by these general terms and conditions, the Agreement concluded in writing between the parties and the law. A right of use accruing to Licensee is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
11.3 Licensee shall not remove or change or cause to be removed or changed any indication(s) regarding the confidential nature or regarding copyrights, brands, trade names or any other intellectual property right from the software, websites, data files, equipment or materials.
11.4 Even if the Agreement does not expressly provide for this, Sem Express is always permitted to install technical provisions to protect equipment, data files, websites, software made available, software that provides Licensee (direct or indirect) access, and the like in in connection with an agreed limitation in the content or the duration of the right to use these objects. Licensee shall not remove or circumvent such technical provision(s).
11.5 Licensee guarantees that no rights of third parties preclude making equipment, software, material intended for websites, data files and/or other materials and/or designs available to Sem Express for the purpose of use, maintenance, processing, installation or integration. Licensee indemnifies Sem Express against any third party claim based on the allegation that such provision, use, maintenance, modification, installation or integration infringes any right of that third party.
11.6 Sem Express is never obliged to carry out data conversion, unless this has been expressly agreed in writing with Licensee.
11.7 Licensee is not permitted to copy, reproduce or otherwise reproduce, translate, adapt, copy, modify or reconstruct the Service or any part thereof.
12.1 The total liability of Sem Express due to an attributable shortcoming in the fulfillment of the Agreement or on any legal basis whatsoever, expressly including any shortcoming in the fulfillment of a warranty obligation or indemnification agreed with Licensee, is limited to compensation for direct damage. Direct damage only includes property damage. Notwithstanding any other provision, Sem Express's liability to Licensee is expressly limited to the amount covered by Sem Express's liability insurance policy(ies), if any. However, in no event shall Sem Express's total liability for direct damages, on any legal basis, exceed €50,000 (fifty thousand euros).
12.2 Sem Express's liability for indirect damage, including consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of Licensee, damage related to the use of goods prescribed by Licensee to Sem Express, materials or software of third parties and damage related to the use of suppliers prescribed by Licensee to
Sem Express is excluded. Sem Express's liability related to mutilation, destruction or loss of data or documents is also excluded
12.3 The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intent or willful recklessness on the part of Sem Express's management.
12.4 A condition for the existence of any right to compensation is always that Licensee reports the damage to Sem Express in writing as soon as possible after it has arisen, but no later than twelve (12) days after the damage arose. Any claim for compensation by Sem Express will lapse due to the failure to report the damage in a timely manner or due to the mere lapse of twenty-four (24) months after the claim arose, unless Licensee has instituted a legal claim for compensation of the damage before the expiry of that period. .
12.5 Licensee indemnifies Sem Express against all third-party claims for product liability as a result of a defect in a product or system supplied by Licensee to a third party that also consisted of equipment, software or other materials supplied by Sem Express, unless and insofar as Licensee proves that the damage was caused by that equipment, software or other materials.
12.6 The provisions of this article, as well as all other limitations and exclusions of liability referred to in these General Terms and Conditions, also apply to the benefit of all (legal) persons that Sem Express uses in the performance of the Agreement.
12.7 Shortcomings in any form in the services of third parties, such as our external (hosting) providers, data storage or telecommunication services and other suppliers of Sem Express, are not attributable to Sem Express and Sem Express is not liable for the damage caused by these shortcomings
Earnings and Income Disclaimer
13.1 The Services are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Although Sem Express seeks to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access the Services, and there may at times be inadvertent technical or factual errors or inaccuracies.
Sem Express specifically (but without limitation) disclaims (i) any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any/all damages that may result from your use of or access to the Services. Sem Express does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services.
13.2 Hours of Operation: Sem Express corporate office is open Monday – Friday 10a.m. -– 5p.m. CET. We close for all government observed holidays.
13.3 These policies and procedures apply to all Sem Express products sold on this site or any other site owned by Sem Express that includes a link to this page.
13.4 Billing Address: Billing address must be the same as the shipping address. Due to credit card procedures, we cannot ship to a different address than we bill to.
13.5 Your Account: You agree to provide accurate and complete information when you register with, and as you use, the Sem Express service and you agree to update your account information to keep it accurate and complete. You agree that Sem Express may store and use the information you provide for use in maintaining and billing fees to your Account.
Dissolution and cancellation of the Agreement
14.1 Each of the parties is only authorized to dissolve the Agreement due to an attributable shortcoming in the fulfillment of the Agreement if the other party, always in all cases after a written notice of default that is as detailed as possible, setting a reasonable term for clearing the the shortcoming, imputably fails to fulfill essential obligations under the Agreement. Payment obligations of Licensee and all obligations to cooperate and/or provide information by Licensee or a third party to be engaged by Licensee are in all cases essential obligations under the Agreement.
14.2 If Licensee has already received services for the implementation of the Agreement at the time of termination, these services and the related payment obligations will not be subject to cancellation.
14.3 Amounts that Sem Express has invoiced before the dissolution in connection with what Sem Express has already properly performed or delivered for the performance of the Agreement, will remain due in full with due observance of the provisions of the previous sentence and will become immediately due and payable at the time of the dissolution.
14.4 If an Agreement, which by its nature and content does not end upon completion, has been entered into for an indefinite period of time, it may be terminated in writing by either party after proper consultation and stating reasons. If no notice period has been agreed between the parties, a reasonable notice period must be observed. Sem Express will never be obliged to pay any compensation due to cancellation.
14.5 Licensee is not entitled to prematurely terminate an assignment agreement that has been entered into for a definite period of time.
14.6 Each of the parties may terminate the Agreement in whole or in part in writing without notice of default with immediate effect if the other party is granted suspension of payment - whether or not provisionally - if bankruptcy is filed with regard to the other party, if the company of the other party is liquidated or terminated other than for the purpose of restructuring or merging companies. Sem Express may also terminate the Agreement in whole or in part without notice of default, in whole or in part, if the decisive control over Licensee's company changes directly or indirectly. Due to the termination as referred to in this paragraph, Sem Express is never obliged to pay any refund of monies already received or to pay compensation. In the event that Licensee is irrevocably declared bankrupt, Licensee's right to use the software, websites and the like made available, as well as Licensee's right to access and/or use the Sem Express Services, will then end, without having to do so. an act of cancellation on the part of Sem Express is required.
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