Halito! is a product and also a registered trademark of VIA FUTURA bv with a registered office at Straatsburgdok Noordkaai 3, 2030 Antwerp, Belgium, RPR Antwerp, Antwerp division, with company number 0472.622.996 (hereinafter also referred to as VIA FUTURA). Unless expressly agreed otherwise in writing, these general terms and conditions apply to and form part of all offers, quotations and agreements with VIA FUTURA regarding Halito!, with the exclusion of all differing and/or conflicting and/or additional terms and conditions of the contracting party of VIA FUTURA.
In the event of contradictions between the aforementioned documents and/or contractual agreements between VIA FUTURA and the customer, the following hierarchy applies:
- (1) the written agreement between VIA FUTURA and the customer;
- (2) the written order confirmation from VIA FUTURA;
- (3) these terms and conditions;
- (4) Belgian law.
These General Terms and Conditions are available in Dutch upon simple request and can also be consulted at www.halito.com in English. The Dutch version of these General Terms and Conditions is the only authentic one.
2. Offers and quotations – conclusion of the agreement – prices
All offers and quotations are without obligation and do not bind VIA FUTURA. The agreement with the customer is only concluded by and upon written order confirmation from VIA FUTURA or upon signature of a specific written agreement between VIA FUTURA and the customer. By signing this, the parties declare that they have read and approved the quotation and the documents sent separately with the quotation and that they accept their integral applicability.
The prices quoted are always exclusive of VAT. or other taxes. These prices are adjusted annually to the fluctuations of the Belgian consumer price index, with the index of the penultimate month prior to the extension of the contract prior to indexation as the starting index and the index of the last month prior to the extension of the contract prior to indexation. Obvious calculation errors in the prices quoted can be corrected by VIA FUTURA at any time.
Unless otherwise agreed in writing between VIA FUTURA and the customer, the time of delivery is the time when the customer gains access to the website/digital platform. The specified execution or delivery times are purely indicative and do not bind VIA FUTURA. Exceeding the specified execution or delivery times cannot give rise to the cancellation of the order or to the dissolution of the agreement by the customer, nor to the refusal of the ordered goods or services by the customer, and the customer in no way gives the right to compensation or to postponement or refusal of payment.
VIA FUTURA makes the Halito! product, with associated services, available and this with the agreed functionalities, specifications and remote availability, as described in the quotation and the documents sent separately with the quotation.
The duration of the agreement depends on the chosen formula. The agreement enters into force for each formula and takes effect in full from the date of its signature or from the date of delivery, whichever comes first. The duration is calculated from day to day.
Formula for 1 event site:
The agreement applies to the term specified in the quotation and ends automatically. Extensions are possible at the simple request of the customer.
Formula per month:
The agreement is valid for a minimum period of 3 months and is then automatically extended by 1 month. The cancellation must, on pain of nullity, be done by e-mail to the support application. The cancellation is only final after the automatic confirmation email.
Formula for 12 months or more:
At the end of this term, the agreement will be tacitly extended for the same term as the initial term, unless it is terminated by one of the parties no later than 3 months before the end of the current term. Even at the end of a tacitly extended term, the agreement is subsequently extended each time for the same term as the initial term, unless it is terminated by one of the parties no later than 3 months before the end of the current extended term. The termination of the agreement must in all cases, under penalty of nullity, be done by registered letter to the other party.
VIA FUTURA has the right to subcontract (part of) the agreed works and/or to call on partners.
7. Additional work
If a fixed price has been agreed with the customer, this fixed price will only relate to the work and services to be provided by VIA FUTURA as stated in the accepted and confirmed offer or in the agreement concluded. Any work and services that are provided by VIA FUTURA in addition to or amendment of the initially confirmed offer or agreement on behalf of the customer (hereinafter referred to as "additional work") will be charged to the customer on the basis of subsequent calculation at the usual rates. brought. Without this list being restrictive, the following circumstances may, for example, give rise to additional works:
- extension or change of analysis, a package of requirements and wishes or design, after it has been approved by the customer;
- requirements, wishes, preconditions or expectations of the customer that were not made known to VIA FUTURA, or not in full or insufficiently clear, at the time of entering into the agreement;
- defects and/or shortcomings in products or services of third parties, subcontractors and/or partners that could not reasonably have been foreseen by VIA FUTURA or on which VIA FUTURA can exercise little or no influence;
- lack of cooperation from the customer in the execution of the agreement.
Additions and/or changes that are requested in the course of a project may result in an extension of the delivery and implementation period.
8. Intellectual rights
All copyrights and all other intellectual property rights or other rights to or with regard to the delivered products and services, as well as the designs, software, documentation and all other elements that are developed and/or used in the preparation or execution of the agreement between VIA FUTURA and the customer, or those arising therefrom, remain exclusively with VIA FUTURA and/or its suppliers and licensors, and the delivery of products and/or services to the customer thus do not extend to any transfer of copyrights or other intellectual property rights.
The customer only acquires a non-exclusive, personal and non-transferable right of use to use the products and results of the services provided by VIA FUTURA, for the agreed purposes and in accordance with the provisions of the accepted and confirmed offer of VIA FUTURA and/ or the agreement concluded between the customer and VIA FUTURA, and this only during the term of the agreement. The customer is not entitled to publish, reproduce or make available to a third party the products and results of the services in any way, in whole or in part..
If VIA FUTURA determines that a competitor of its is or becomes a shareholder, directly or indirectly, of the customer or holds a directorship of the customer, or if it appears that such a situation has occurred during the term of the agreement, then VIA FUTURA is entitled to terminate the agreement with the customer with immediate effect by registered letter, without VIA FUTURA being obliged to pay any compensation. Of course, this also means that any right of use that the customer has in accordance with the previous paragraph will lapse with immediate effect.
9. Unauthorized Use
The customer may not make unauthorized use of the delivered goods, services or facilities offered, including the storage space offered. Unauthorized use is understood to mean: using or having used, directly or indirectly, the delivered goods, services or facilities offered, including the storage space offered, for committing an infringement of any agreement or of any legal, whether or not criminal law, the provision in the broadest sense of the word, causing damage or hindrance to VIA FUTURA or third parties. The customer will fully indemnify VIA FUTURA against all possible claims brought by third parties against VIA FUTURA that are related to unauthorized use by the customer of the goods, services or facilities offered.
If VIA FUTURA establishes unauthorized use, it is entitled to take all necessary or useful measures without prior notice of default to stop this use and it is also entitled to dissolve the agreement with the customer with immediate effect to the detriment of the customer, then to suspend the execution of the agreement until the unauthorized use has ceased, with the right to compensation from the customer, all this without VIA FUTURA itself being obliged to pay any compensation towards the customer.
All protests regarding visible defects, regarding deviations with regard to the ordered or regarding services delivered, must be made immediately upon delivery of the relevant good or immediately after the relevant service has been performed, under penalty of forfeiture.
All protests regarding hidden defects must be made under penalty of forfeiture within 5 calendar days after the customer has become aware of them or should have been aware of them.
All protests regarding invoicing must be made within 5 calendar days after the invoice date, under penalty of forfeiture.
All protests, of whatever nature, must, in any case, be made by registered letter with reasons under penalty of inadmissibility.
The fact that VIA FUTURA conducts negotiations with the customer in connection with a complaint or a claim does not entail any acknowledgement for VIA FUTURA with regard to its liability or the admissibility or validity of the complaint.
The customer must report any errors and/or defects in accordance with the provisions of these general terms and conditions to VIA FUTURA in a timely manner and in the correct form..
If errors and/or defects attributable to VIA FUTURA occur with regard to the products and/or services supplied by VIA FUTURA, VIA FUTURA can opt for repair or re-performance of the services or repair or re-delivery of the goods. at her free choice. The customer does not have the right, unless otherwise agreed in writing, to call on third parties to have any damage with regard to goods and/or services delivered by VIA FUTURA to the customer repaired and VIA FUTURA accepts no responsibility or liability in this regard..
VIA FUTURA can in no way be held liable for damage caused by the customer, its appointee(s), end-user(s), subcontractor(s), partner(s) and/or third party(ies), any indirect damage or consequential damage, such as - without limitation – commercial or financial losses, loss of data, loss of reputation, loss of profit or loss of business, loss of customers and losses resulting from legal action taken by third parties against the customer.
The total liability of VIA FUTURA is at all times limited to the liability that is required by law in the given factual circumstances, and is, in any case, limited to the lower of the following two amounts:
- (1) the respective invoice amount, or
- (2) the amount of the payment of the insurance policies entered into by VIA FUTURA.
All payments must be made in euros. Any costs associated with payments are always borne by the customer.
Unless expressly agreed otherwise in writing between VIA FUTURA and the customer, all invoices from VIA FUTURA are payable within 30 calendar days of the invoice date. The VIA FUTURA account must be credited on the due date of the invoices sent. Any claims for compensation and/or complaints from the customer about defects, shortcomings and/or invoicing, as well as possible delays in the execution of the agreement, cannot give rise to the suspension of the payment obligations by the customer.
Any payment by the customer is first charged against the collection costs, compensation and then against the principal. In addition, payments are always first allocated to the oldest outstanding invoice, with attachments, even if the customer states that the payment relates to a later invoice.
Any sum owed by the customer to VIA FUTURA, but not paid or not paid in time on the due date, will be increased by operation of law and without prior notice of default with a default interest of 12% per year, as well as with a fixed and unalterable compensation equal to 12 % of the unpaid sums on the due date, with a minimum of 150 EUR, but without prejudice to VIA FUTURA's right to prove a higher effective damage.
Non-payment, late payment or incomplete payment of one or more invoices can, at the free choice of VIA FUTURA, give rise to suspension or dissolution of the agreement, if necessary with the right to compensation in accordance with the other provisions of these general terms and conditions, the agreement between parties and/or common law, without VIA FUTURA's decision to suspend or terminate as a result of non-payment, late payment or incomplete payment by the customer can in any way be regarded as an abuse of rights or can in any way give rise to liability on the part of and/or the payment of compensation by VIA FUTURA.
Due to non-payment, late payment or incomplete payment of a single invoice, for whatever reason, the balance due on all other invoices, even those that have not yet expired, will also become immediately due and payable by operation of law and, moreover, all items already acquired by the customer or to the customer promised benefits of payment deferral and/or discounts.
In accordance with the Financial Securities Act dated. December 15, 2004, VIA FUTURA and the customer automatically and legally set off all currently existing and future debt claims against each other. This means that in the permanent relationship between VIA FUTURA and the customer, only the largest debt claim remains on balance after the aforementioned automatic settlement.
This set-off will in any case be opposable against the bankruptcy trustee and the other concurring creditors, who will therefore not be able to oppose the set-off carried out by VIA FUTURA and the customer.
14. Suspension and dissolution of the agreement
In the event of non-compliance by the customer with one or more of its contractual obligations, including non-payment or late payment of the amounts owed to VIA FUTURA, VIA FUTURA is entitled to suspend the further execution of the agreements existing with the customer, or to regard agreements as dissolved by operation of law and without any judicial intervention to the detriment of the customer, but the latter only if the customer has not rectified his contractual default(s) within a period of 7 calendar days after VIA FUTURA has given the customer notice of default. fulfil contractual obligations.
VIA FUTURA is entitled to receive unfavourable solvency or trade information about the customer, whereby signs thereof are regarded as non-exhaustive: protested bills of exchange, summonses for unpaid invoices or social security contributions, tax debts, statements in attachment notices, etc. to suspend all further performance until proper guarantees are given by the customer within the term determined by VIA FUTURA. If the customer does not provide the requested guarantees within this term, VIA FUTURA is entitled to terminate the agreement with the customer with immediate effect by registered letter, without VIA FUTURA being obliged to pay any compensation.
In the event of any change in the customer's condition, such as death, conversion, merger, acquisition, transfer, or if the customer is declared bankrupt, requests deferment of payment, goes into liquidation or dissolution or if a provisional administrator, sequester, debt mediator or similar person is appointed over the customer, VIA FUTURA also has the right to consider the agreement as terminated by operation of law and with immediate effect to the detriment of the customer, of which it gives notice by registered letter, also without VIA FUTURA being obliged to do so. may be liable for any compensation.
If the agreement with the customer is terminated or dissolved to the detriment of the customer on the basis of one of the provisions of these general terms and conditions, VIA FUTURA is entitled to payment from the customer for all goods already delivered on the date of termination or dissolution and/or performance, as well as additional compensation for loss of profit, which is fixed at a fixed rate of 50% of the amounts that would still have been due if the agreement or order had been fully executed, without prejudice to its right to prove a higher damage.
15. Force of the majority
In the event of force majeure, VIA FUTURA has the right, without being liable to pay any compensation, to definitively not execute the order in whole or in part or to postpone its execution. Force majeure includes strike, lockout, wars, epidemics, fire, machine breakdown, illness or accident of the persons charged with the implementation, failure to fulfil their obligations by the suppliers of VIA FUTURA or the partners and/or subcontractors to whom they call, blackouts and any circumstances that bring about a material change in the economic situation. If any circumstance would particularly or unreasonably aggravate the execution of the agreement on the part of VIA FUTURA, VIA FUTURA is also entitled, at its option, not to perform the agreement definitively in whole or in part, without being liable for compensation, or the execution of the agreement. until this circumstance ceases, or to invite the customer to renegotiate the agreement.
If VIA FUTURA has already partially fulfilled its obligations or can only partially fulfil its obligations upon the occurrence of the above-mentioned circumstances or force majeure situations, it is entitled to invoice the already delivered or the deliverable part separately and the customer is obliged to pay this invoice. to be paid as if it were a separate contract.
16. Validity of the individual provisions
The nullity or invalidity of one or more provisions of these general terms and conditions or of the agreement between VIA FUTURA and the customer in no way affects the validity of the other provisions of these general terms and conditions or of the agreement between VIA FUTURA and the customer. From the moment that one of the provisions of these terms and conditions or of the agreement between VIA FUTURA and the customer is found to be null and void or invalid, VIA FUTURA and the customer shall negotiate in good faith to replace this void or invalid provision with a fully valid and enforceable provision that reflects as closely as possible the parties' original intent.
17. Poaching ban
The customer undertakes not to employ, directly or indirectly (e.g. through an affiliated or in any way connected legal person), employees or appointees of VIA FUTURA, to have them perform services, to approach them to enter service or in any way inducing them to terminate their agreement with VIA FUTURA with a view to entering into employment with or collaborating with the customer or a third party, and all this not even if the customer by the employee or appointee of VIA FUTURA himself is approached. This provision applies for the entire duration of the agreement between the parties, as well as 12 months after its termination.
A breach by the customer of the above prohibitions has the consequence that the customer owes a fixed and invariable compensation to VIA FUTURA in the amount of the last gross annual salary, including fringe benefits of the employee or appointee concerned. Furthermore, VIA FUTURA has the right to take all necessary measures to put an end to the violation of the infringement of the prohibition.
18. Miscellaneous stipulations
No transfer, in any way whatsoever, either in whole or in part, of the rights and/or obligations attached to the agreement by one of the parties will be valid if the other party has not agreed in advance and in writing to this transfer.
19. Applicable law and competent court
All quotations and offers from and/or agreements with VIA FUTURA are exclusively governed by Belgian law. All disputes between VIA FUTURA and the customer will be settled to the exclusion of any other (arbitration) court by the courts of the judicial district or district of Antwerp, Antwerp division.