Depending on the contracting party within the consortium, the following Terms and Conditions apply:

Terms and Conditions – Verhofsté

Article 1 – Price quotations

Our price quotations are without obligation and remain valid for 2 months after the date of the quotation unless otherwise stated.
Changes made to our quotations are only valid if they have been accepted by us in writing.
Declaring agreement with an offer means that the buyer or client knows our general and special conditions and accepts and waives their own general and special conditions.
All prices quoted are in Euros and exclusive of VAT.

Article 2 – Cancellation of contract

If the client wholly or partially renounces the agreed works, he is obliged to compensate us for all our expenses and all our lost profits (in accordance with art. 1794 of the Civil Code). In addition, a fixed compensation of 25% on the total amount of the contract is due by operation of law. This without any recourse. By the mere fact of his order, the buyer expressly accepts this fixed compensation arrangement.

Article 3 – Unforeseen circumstances

All circumstances which were reasonably unforeseeable and unavoidable when the offer was submitted and which make the performance of the contract (financially or otherwise) more difficult will be regarded as cases of force majeure. They entitle us to request the revision or dissolution of the contract.
If these circumstances result in an interruption of the works, the execution period will be automatically suspended for the duration of the interruption, increased by the time needed to restart the yard.

Article 4 – Delivery periods

The delivery date or date of execution of the works, if stipulated in the special conditions, will be approximated as closely as possible, but are always indicative. Exceeding the deadline does not create any right to compensation on the part of the client. Dispatch of the goods is always at the risk of the recipient. In the event of force majeure, pandemic, strike, lock-out, war, prolonged frost or other abnormal weather conditions, the buyer or client is therefore not entitled to any compensation due to lateness.

Article 5 – Safety coordination

The measures included in our standard safety plan are included in the quotation. Unless explicitly stated, additional security measures that are not known at the time of the offer are not included in the offer price.

Article 6 – Complaints

Complaints must be submitted to us in writing and within eight working days after delivery or placement. This on pain of forfeiting the legitimacy and justification of the complaint.

Article 7 – Payments

All our invoices are to be paid within 30 days of the invoice date, unless explicitly agreed otherwise in the special terms and conditions. If exceeded, an interest of 10% per calendar day will be due by operation of law.

Article 8 – Retention of title

Even after their incorporation, the materials delivered as part of a contract remain our property and the customer is only the holder of them until the price has been paid in full. We may detach and take back the materials without the customer’s consent. This right shall lapse and ownership shall pass as soon as the customer has paid all his debts.
In the event that the right of repossession is invoked, the advances paid will be retained as compensation for damages. If no advance payment has been made, we shall also be entitled to a compensation of 25% of the total amount of the order. If we exercise this right, we shall inform the customer by ordinary and registered letter and shall be deemed to be aware of it on the 3rd working day following its dispatch.

Article 9 – Suspension

In the event of factual or legal changes in the purchaser’s situation due to death, insolvency, dissolution, fusion or change of company form, our company is entitled to suspend the contract until sufficient payment guarantees are in place.

Article 10 – Processing personal data (GDPR)

We collect and process the personal data we receive for the purposes of contract performance, customer management, accounting and direct marketing activities. The legal grounds are the execution of the agreement, the fulfilment of legal and regulatory obligations and/or the legitimate interest. These personal data will only be passed on to processors, recipients and/or third parties insofar as this is necessary for the processing of the aforementioned purposes.
The customer is responsible for the correctness of the personal data they submit to us and undertake to comply with the General Data Protection Regulation with regard to the persons from whom they have transmitted the personal data to us, as well as with regard to all possible personal data they may receive from us and our employees.
The customer confirms that they have been adequately informed about the processing of their personal data and about their rights.

Article 11 – Competence

In case of disputes, only the courts of the district of Dendermonde (BE) have jurisdiction to the exclusion of all others.

Terms and Conditions of use – Indigo

These Conditions Générales d’Utilisation (Terms & Conditions of Use) (hereinafter referred to as “T&CU”) are intended to define the terms and conditions of access to and use of the website www.group-indigo.com (hereinafter referred to as “the Site”).
By accessing and using the Site and its content, the website user (hereinafter referred to as “the User”) accepts and agrees to abide by these T&CU. Use of the Site implies full and complete acceptance of these T&CU.
Indigo reserves the right to modify or amend these T&CU at any time. In case of modification, the applicable T&CU will be those in effect at the time of the visit to the Site. The User is also advised to consult the T&CU regularly in order to keep abreast of the most recent updates and changes made to them.

Article 1 – Introduction to the Site

The Site is an informational site which presents various services provided by Indigo and by its intermediary partners including, but not limited to: car park subscriptions, parking space reservations, electric vehicle charging etc.

Article 2 – Conditions of Site access – Caveat

Access to the Site and its various sections is open to all internet users. For optimal use of the Site, it is recommended that the User access it via a broadband internet connection. The User agrees to abide by these rules of use of the Site and, where necessary, the relevant Terms & Conditions of Sales applicable to services offered on the Site by Indigo, in addition to all applicable laws and regulations in force.
The User shall refrain from any fraudulent, abusive or excessive use of the site and/or the information and data provided therein. While respecting the stipulations of Article 5 (Intellectual Property), Indigo formally opposes the use of any of the information appearing on this Site, notably information in reference to the car parks, their features, contact details, and applicable tariffs, by a User or any third party, in order to provide the public with a directory or call forwarding service via an intermediary premium-rate number.
Indigo does not have any agreements with companies that publish information from websites offering this type of service, and warns its customers and visitors against the unfair practices of these third parties, and the complete absence of any type of guarantee on the part of Indigo regarding any information published by these third parties concerning Indigo’s car parks.

Article 3 – Liability – Limitations

Indigo does not guarantee that the Site will be free from defects, errors or bugs, nor that any defects, errors or bugs will be corrected, nor that the Site will function without any discontinuity, failure or interruptions, nor that it will be compatible with the particular hardware or configuration of the Customer. Indigo is in no way responsible for failures due to third party software. Indigo will not be held liable for any damages, foreseeable or unforeseeable, tangible or intangible (including loss of profits or opportunities) arising from the use of, or total or partial inability to use, the Site.
The User acknowledges being fully aware of the lack of reliability of the internet, particularly the lack of guaranteed access, the absence of security with respect to the transmission of data, and the lack of guarantee of performance with respect to the transmission of data. Indigo is bound only by a simple best-effort obligation concerning the information that it makes available to Users accessing the Site. Indigo cannot guarantee the correctness, accuracy or completeness of the information available on the Site. Consequently, although Indigo makes every effort to ensure the reliability of the information on the Site, Indigo will not be responsible for:
– any ambiguities, inaccuracies or omissions in the information available on the Site
– any damages, direct and/or indirect, foreseeable or unforeseeable, regardless of cause, origin, nature or consequence, caused as a result of anybody accessing the Site, or as a result of anybody being partially or totally unable to access the Site, or owing to any amount of reliability attributed to any information coming either directly or indirectly from the Site.
Accordingly, the User acknowledges that the use of this information is their sole and exclusive responsibility.
The Site is normally accessible 24 hours a day, 7 days a week. In situations including, but not limited to, a case of force majeure, computer or hardware problems, problems relating to the telecommunications network structure, or for maintenance purposes, partial or complete access to the Site may be suspended or withdrawn by a simple decision on the part of Indigo.

Article 4 – Personally Identifying (Nominative) Data

The information that the User communicates with the Site allows Indigo to respond for information request and to respond by email. Navigation of the Site may result in the installation of cookies on your computer. The aim of cookies is to make visits to the Site easier and simpler. The cookie’s goal is to take note of the User’s passage on the Site, and to allow the User to access the purchase area of the Site. Cookies are used by Indigo only in order to improve the personalised service it provides to its Users. The User can refuse the installation of cookies on their computer, but such a refusal can impede access to certain services on the Site. In order to do this, the User should refuse the installation of cookies on his computer.
In accordance with the French equivalent of the Data Protection Act (la loi “informatique et libertés”) of 6th January 1978, in its latest applicable version, the User has the right to access, modify, update or delete any information concerning them, and may exercise this right by emailing: service.clients@parkindigo.com or by calling: AZUR 0 810 26 3000 (calls charged at local rates).

Article 5 – Intellectual Property

The Site is a piece of intellectual work, and as such is protected by intellectual property laws. The Site as a whole and each of its components (such as text, databases, tree structures, software, animations, images, photographs, illustrations, diagrams, logos, sounds, music) are the exclusive property of Indigo and/or companies within the Indigo Group who are authorised to enforce the relevant intellectual property rights, as well as the specific rights of the database producer.
Consequently, under the provisions of the Code de la Propriété Intellectuelle (Intellectual Property Code) and international conventions, it is forbidden to represent, reproduce, modify, publish, change or use all or part of the Site or any of the Site’s elements, regardless of format or medium, for any purpose other than your personal and private non-commercial use, without prior written consent from Indigo.
Any persons violating these provisions will be subject to the penalties of the Code de la Propriété Intellectuelle (Intellectual Property Code) and the Penal Code with respect to copyright and trademark law, as well as those penalties set out in the Civil Code concerning civil responsibility.
The brands, logos and domain names (such as Indigo, parkindigo.com, etc.) which appear on the Site are the exclusive property of Indigo and/or companies within the Indigo Group. Any manner of reproduction or use of these brands or domain names for any purposes whatsoever is forbidden. Hypertext links to the Site may only be created with Indigo’s prior written consent, which may be revoked at any time without compensation.

Article 6 – Third Party Websites

The Site may include links to other sites or other internet sources. Insofar as Indigo does not have control over these sites and external sources, Indigo can not be held responsible for their content, and declines all responsibility for any content, advertising, products, services or any other material available on or from these sites or external sources. These links are provided with the sole aim of facilitating the User’s search for information.

Article 7 – Applicable law and relevant jurisdiction

These T&CU are subject to French law. Any dispute in the formation, interpretation and/or enforcement of these T&CU should be, first and foremost, and to the greatest extent possible, settled through friendly negotiations. Failing an amicable resolution in the month following the notification of the dispute by either Party to the other, they must submit the dispute to the discretion of the French courts.

Terms and Conditions – Velix

0. Definitions

In these Terms and Conditions, the following terms will have the meanings set out in this Article:

VELIX or VELIX BV:
This refers to the Service Provider VELIX BV, a brand from the company PSP incorporated under Belgian law (public limited company), whose registered office is at Bietenweg 27a, 3300 Tienen, registered in the Crossroads Bank for Enterprises with company number 0778.881.690 (Pétré- Stiels & Partners).

Indemnified:
This is any manager, director, partner, employee and affiliated entity of VELIX.

Client:
A Client is any private or public, professional or non-professional, natural or legal person who purchases Services and/or Goods from VELIX B.V., as well as anyone who acts on behalf of and for the account of a legal person. Every private Client is supposed to be at least 18 years old. These General Terms and Conditions do not affect the statutory rights that are compulsorily granted to the consumer-Client under Belgian consumer protection law.

Software:
This is understood to mean all Software, online platforms, back-ends and modules that VELIX makes available to the Client in regards to the Services.

Mobile Apps:
These are all Mobile Applications that VELIX makes available to the Client and that are linked to the Software. This includes the following Apps: VELIX -Mobility App, VELIX -Fleet App, VELIX -Connect App and all Apps that are custom-made at the request of the Client and bear a name of the Client’s choice.

SLA:
This is the Service Level Agreement concluded between the Client and VELIX. This agreement determines in detail the levels of B2B helpdesk, insurance, breakdown assistance, maintenance during the Services.

Services:
This means the entirety of all Software and Mobile Apps that VELIX makes available to the Client, as well as the communication between the Apps and the Software and the selected SLA.

Hardware:
These are all Hardware components and products (with the exception of Vehicles) that are sold, rented or leased to the Client for the purposes of the Services and that are necessary to guarantee good Services. Hardware is understood to mean the following: smart locks, IoT devices, access controls, bike boxes and bicycle racks, charging stations, cables, batteries, WIFI masters, SIM cards.
This list is not exhaustive.

Vehicles:
These are all vehicles (i.e. bicycles, e-bikes, wagons, electric scooters, etc.), including vehicle accessories such as (among other things) bicycle bags and bicycle bells that are sold, rented or leased to the Client for the purpose of the Services.

Goods:
This means the entirety of all Hardware and all Vehicles that are sold, rented or leased to the Client with a view to the Services.

Documentation:
This includes all information provided to the Client by VELIX on the Goods and Services, including all Documentation, leaflets, manuals and tutorials, as well as all documentation and files provided on the VELIX websites, on the Software Platform and in the Mobile App.

Administrator(s) or Admin(s):
This is (are) the user(s) responsible for the administrator’s account (admin account). Using this account, which is only accessible to and can only be used by the Admin(s), the Admin(s) will be able to do the following: (i) use the Software, App and Services in accordance with the Client order ; (ii) change configuration settings to a limited extent (including, among other things, changing the colours of the backend and the Mobile App); and (iii) create additional accounts for Users with or without restricted access rights.

User*:
This is any other user of the Client than the Administrator, for whom the Client created a user account. Using this user account, a User has access to the dashboard and management modules of the Software through his/her personal login.

End User or Consumer*:
These are the consumers and/or employees of the Client who use the Services and Goods that are the subject of the Agreement.

*Both Users, Admins and End Users/Consumers are the responsibility of the Client. The Client will ensure that the Hardware, Software, Mobile Apps and Vehicles of VELIX are not misused, and the Client will provide the instructions for use, manuals, … to the Users and Consumers, and watch over the implementation. In case of incorrect use or misuse, the Client is obliged to indemnify VELIX against all consequences thereof. In the event that Users or Consumers cause damage to Goods or Services, owned by VELIX, the Client is obliged to compensate this damage, without prejudice to his right to recover this damage from the User or Consumer.

1. General

This contract is intended to determine the conditions under which VELIX (the Service Provider) makes the agreed Hardware, Software and Services available to the Client. Unless explicitly agreed otherwise, all transactions between VELIX and the Client are subject to the following Terms and Conditions. The prices, as well as all other information have an indicative value and may be changed at any time. By signing a quotation and placing an order, the Client acknowledges that he has read the current General Terms and Conditions and that he has accepted them. These Terms and Conditions always take precedence over the General Terms and Conditions of the Client, even if they state that they are the only ones and even if we have accepted an order from the Client that refers to deviating terms. Should VELIX fail to demand strict application of this Terms and Conditions, this cannot be considered as a tacit waiver of the rights and duties discussed therein. VELIX reserves the right to modify its Terms and Conditions at any time. These Terms and Conditions may, depending on the nature of the services or goods to be supplied, be supplemented or even changed by specific conditions, provided that this is expressly agreed upon. In that case, the current general conditions apply insofar as the special conditions do not deviate from this. Should VELIX, in whichever way be taken over, merge or in any other way transfer its rights from the agreement to a third party, these General Terms and Conditions will continue to apply to the relationship between the legal successor of VELIX and the Client.

2. Quotation

Quotations are drawn up based on the information provided by the Client. The Client is responsible for the accuracy of this information. When preparing the quotation, VELIX informs the Client extensively about the content and scope of its Goods and Services, if necessary through demonstrations, and by placing an order, the Client declares that he has been sufficiently pre-contractually informed. The quotations are always without obligation and can only be considered as an invitation to place an order by the Client. They remain valid for 30 calendar days from the date on the quotation, unless otherwise stated. A quotation is only valid for the specific order to which it relates and therefore does not automatically apply to subsequent similar orders. Quotations only include those Goods and Services that are explicitly mentioned therein. The quotations are non-committal, unless a written confirmation of order is submitted to VELIX Changes made to the quotation are only valid if they have been accepted in writing by VELIX

Pricing, as well as drawings, images, diagrams and all other documentation of whatever nature that are part of the quotation, remain the exclusive property of VELIX. If they are, even partially, transferred to third parties without permission from VELIX, the Client is obliged to compensate the damage suffered by VELIX. This damage is fixed at a rate of at least 15% of the total quotation amount, without prejudice to the right of VELIX to claim higher compensation if the actual damage suffered is higher. Promotions, brochures or catalogues, of any nature whatsoever, originating from VELIX or (legal) persons acting for or on behalf of VELIX will never be considered as a quotation and in no way create any commitment.

3. Pricing

All prices quoted do not include VAT or other levies or taxes. Any increase in the VAT rate in the period between the order and the delivery placement is at the expense of the Client. If, as a result of a sharp rise in raw material prices, as well as wages and other costs, a price increase is necessary, VELIX reserves the right to increase prices. The Client will always be informed of a possible price increase and of the reason for this increase.

The quotations are always drawn up based on the information provided by the Client. If the actual quantities delivered and the implementation conditions are different from those provided in the quotation, a price adjustment will be made.

Any price increase that has been implemented does not give the Client the right to terminate the agreement or to claim compensation.

Any commercial discounts on the usual prizes awarded verbally (e.g. by phone) must be confirmed in writing to be valid. The Client acknowledges that these discounts only apply in accordance with the guidelines and conditions expressly stated in this regard. Such discounts are deemed to be granted once for the initially agreed term. Any other practice should be regarded as a commercial gesture on behalf of VELIX and only applies as long as it is not revoked by VELIX The Client acknowledges that discounts (as well as any other promotional gifts) are not cumulative, personal in nature and can never give rise to acquired rights.

4. Orders

Orders only become definitive when a signed copy of the quotation is submitted by the Client to VELIX-. Only then will the agreement be legally and definitively binding. Upon signing the quotation, these General Terms and Conditions will considered as read, agreed with and signed. The Client accepts that the object of his order is limited to the Goods and Services explicitly stated in the signed quotation.

If technical problems are discovered during the implementation of the assignment or unforeseen circumstances occur that were not known at the time of the preparation of the quotation, which make the assignment more difficult or more expensive than initially foreseen, these may give rise to additional costs. VELIX will use the usual market prices for the additional work to be performed.

In principle, every assignment that the Client wishes to give to VELIX must be the subject of a separate quotation and order. Parties can, however, always change, adjust or expand a placed order with additional Goods and Services by mutual agreement and with expressly written agreement of both parties. The parties must make clear agreements about the additional cost that this change or extension entails and the influence of this change or extension on the original delivery period.

5. Right of withdrawal

Based on Book VI Market Practices & Consumer Protection of the Belgian Economic Law Code, the private Client (in his capacity as a consumer) has the right to withdraw from an agreement. However, the provision of services is an exception to the right of withdrawal (art. VI.53 ° 13 of the WFD) so that the private Client can no longer invoke this right of withdrawal. In addition, by placing an order, the private Client explicitly gives his agreement to start the implementation of the services and thus acknowledges that he no longer enjoys such a right of withdrawal.

Professional Clients will under no circumstances be able to enact any right of withdrawal.

6. Cancellation of the order before delivery

In the event of unilateral cancellation of the order by the Client before the delivery or implementation of the products and/or services, the Client is obliged to pay a fixed fee of 25% of the value of the total order (i.e. the deposit), and this without prejudice to higher demonstrable damage and this ipso jure and without notice of default, in application of article 1794 BW.W.

The ordered Goods that deviate from the standard colour (standard colour for the bicycles is grey) and/or were provided with logos or images at the request of the Client, will have to be fully reimbursed.

7. Additional work

All instructions for performing additional work must be given by the Client in writing and approved by VELIX-. Additional work also applies to work that was not provided for in the quotation, but which prove essential for the correct installation and delivery of the Goods and Services. VELIX will inform the Client about such additional works. The lack of comments from the Client during the implementation of this additional work is considered as acceptance of the additional work. The additional work is settled in the interim invoicing or in the final invoice.

8. Delivery, installation and completion

The delivery and installation estimates are provided for information only and are indicative, but not binding. If the date of the effective delivery and/or installation of the Goods and Services is postponed, the Client cannot claim compensation for this delay or exercise any other recourse against VELIX; nor can a delay lead to termination or dissolution of the agreement.

The installation of the Goods will be carried out by VELIX or by an installation partner validated by VELIX-, unless expressly agreed otherwise. The Client must ensure that the installation location is easily accessible and that persons are present at the installation site who can provide all necessary or useful information in order to enable VELIX to install the Goods. In addition, the Client must furnish this location and make it available to VELIX, together with the necessary materials for the installation, at the latest on the estimated delivery date in accordance with the rules of the art, the safety standards and the installation regulations of VELIX. In particular, the Client must ensure that a completely flat floor or paved and stable surface is provided at the installation site. There must also be at least 1 electricity connection of 230 volts per 10 charging stations (so-called dockings). The Client will take care of the necessary permits that apply and will bear the costs for these. In case of non-compliance with these obligations, VELIX or the installation partner may refuse to carry out the installation and the costs already incurred will be charged to the Client.

As soon as a specific installation has been finished and the Goods and Services have been put into operation, VELIX- will notify the Client of this and invite them to proceed with the completion of delivery. Minor defects, the value of which is less than 10% of the quotation price, can in no way be invoked to refuse completion of delivery. If the Client fails to participate in this completion of delivery within 8 days of being requested to do so, the Services and Goods delivered and the works performed will be considered as completed. The completion of delivery implies the approval by the Client of the works and excludes any recourse for visible defects. After completion of delivery, VELIX has the right to invoice the full balance of the agreed price, including the installation and training costs, as well as possible additional work, to the Client in accordance with the payment methods agreed upon.

9. Force majeure/‘hardship’

VELIX cannot be held liable for failure to fulfill any of its obligations if this is due to force majeure or ‘hardship’.
All circumstances that were reasonably unforeseeable and unavoidable at the time of submitting the quotation and that make the implementation of the agreement by VELIX- impossible or more difficult financially or otherwise than normally anticipated, will be considered as force majeure. This includes, among other things, war, natural disasters, pandemics, fire, seizures, delays or bankruptcy of third parties called upon by VELIX, staff shortages, strikes, organizational circumstances, threats or acts of terrorism as well as hacking of the computer systems, the Hardware and/or Software of VELIX or of the Client.
The aforementioned situations give VELIX the right to revise and/or suspend the agreement by means of a simple written notification to the Client, without being liable for paying any compensation. If the situation of force majeure and/or hardship continues for more than 2 months, VELIX has the right to terminate the agreement.

VELIX- cannot be held liable for interruption of the Service by decisions of government bodies, directly or indirectly, or for disruptions in communication networks that are not owned by VELIX- but that are necessary for VELIX- to provide the services, or for the reliability of the telecommunications resources (computers, mobile phones, …) used by the Client, the User or the End User.

Nor can VELIX- be held liable for a non-functioning or faulty functioning of the delivered Goods and Services that are the result of a lack of maintenance or cleaning of the Hardware (e.g. dirt or dust on electrical contacts) or the weather conditions (extreme cold , …).

10. Invoicing

Invoicing will take place in accordance with the agreements made with the Client about this when placing the order. Periodic fees, such as license fees for connected assets and fees for SLA services, will be charged from the moment of first connection with and activation on the software platform and will be invoiced monthly or yearly, unless otherwise agreed. By ordering/purchasing the Goods and Services, the Client expressly agrees to the use of electronic invoicing by VELIX. Invoicing is, unless otherwise agreed, always via electronic means. The invoice will be sent to the destination (e-mail address) specified by the Client when ordering. The Client is obliged to inform VELIX- in time of any changes in this regard.

Unless otherwise specified in writing, the following conditions apply:

The invoices are to be paid to the registered office of VELIX- ;

The invoices are to be paid within 30 days after the invoice date, unless stated otherwise;

Under no circumstances can any complaints be a reason for non-payment or for a delay in the payment the Client owes;

On any invoice that has not been paid in full or in part by the Client on the due date, the Client will owe a default interest of 1% per month by operation of law and without prior notice of default. An already started month will count as a full month. The amount due in this way will also be increased by all collection costs incurred by VELIX in the context of the collection of the debt, plus 20% of the invoice amount, with a minimum of € 150 (excluding VAT) by way of lump sum compensation. , without prejudice to the right of VELIX to demand higher compensation

In addition, VELIX reserves the right to temporarily suspend access to the Services until it has received the effective payment from the Client.

11. Payment

The Client may pay through bank transfers or online payment. For the processing of these online transactions, VELIX uses an external professional and specialized partners who manage a payment platform. The financial data of the Client that are entered in the context of an online payment are only exchanged between the external partner and the financial institutions involved. VELIX has no access to the Client’s confidential financial information. The online payments are made using secure protocols. All online payments are subject to the Terms and Conditions of the external administrator of the payment platform, who is solely responsible for the correct execution of all online payments.

The unconditional payment of part of an invoice amount is considered as an explicit acceptance of the entire invoice.

In the event of termination of the cooperation by the Client, the monies already paid to VELIX will remain definitively acquired and will not be subject to reimbursement.

12. Protest of invoices

Any protest must be made in writing by registered post addressed to the registered office of VELIX A protest regarding the preparation and content of the invoice is only valid if it is made within 8 days after the invoice date. Each protest must indicate the invoice (s) to which it relates, it must be thoroughly substantiated and accurately described and the Client must express the extent of the protest in monetary value. In case of a protest, the invoice amount to which the protest does not relate remains due on the due date and the interest and compensation as provided in art. 10 of these General Terms and Conditions, will be due.

13. General provisions regarding Purchase and Rent

By default, VELIX offers its professional Clients the option to purchase or rent the Hardware and Vehicles it offers. The choice lies entirely with the Client and must be clearly communicated to VELIX The rental formula is offered by VELIX or one of its leasing partners. Software, Mobile App and SLA are not covered under these rental formulas, unless expressly agreed otherwise.

a. Hardware and Vehicles

The Client has the choice to purchase the Hardware and Vehicles from VELIX, or to rent them by concluding a Rental Agreement with VELIX or with an external leasing partner, which must always to be approved by VELIX

When purchased by the Client:

If the Client chooses to purchase, he will become the owner of the purchased Hardware and components and a standard warranty of 1 year will apply as stipulated in Article 14. Before delivery or implementation can be started , an minimum advance of 65% of the total Hardware amount of the quotation is to be paid.

When rented by the Client:

If the Client opts for the rental formula with periodic payments, the conditions of the Rental Agreement of VELIX or the relevant leasing partner also apply.

b. Software and Services

As a rule, all Software and other Services are always invoiced at the beginning of the contract year by VELIX as a 12-month advance payment, with the exception of the first year. A contract year starts on the day that VELIX notifies the Client that the specific installation has ended and that the Goods and Services are being put in service and ends on the same day of the following year. In the first year, after signing the contract, an advance of 50% of the total software invoice amount for that year will be invoiced before the software/services are delivered. The remaining amount will be charged after delivery of the services.

If the Client has purchased the Hardware and the Vehicles, the invoicing of Software and Services will always be effected by tacit renewal, unless the Client terminates it by registered letter to VELIX at least two (2) months before the due date of the current contract year.

If the Client chooses to rent the Hardware and the Vehicles with periodic payments, then the agreements regarding Software and other Services can in principle only be terminated at the end of the current contract year. If the agreements regarding Software and other Services are terminated before the end of the current contract year, the funds already acquired by VELIX- for the current contract year cannot be recovered by the Client.

VELIX- points out that after termination of the Software and Services, the Hardware and Vehicles will no longer work and that all obligations of VELIX and the insurer within the SLA expire. The Client assumes full responsibility and liability for this.

14. Warranty

All Goods supplied by VELIX are covered by a warranty for hidden defects for a period of 12 months, unless agreed otherwise.

The Goods are covered by this warranty if:

the defects prevent the use of the Goods for their intended purpose;
the Goods were installed by VELIX or one of its installation partners;
the Goods were used in a normal way and only for the purpose which they are intended for;
the defects were reported to VELIX- within the acceptable time period and in accordance with the modalities as stated in Article 16.

If the defects are borne by VELIX, it will arrange for repairs or replacement at no additional cost. These defects do not provide the Client with any reason or right to terminate the agreement or to claim for compensation from VELIX.

15. Theft/loss/damage of delivered Goods

VELIX- cannot be held liable by the Client for direct damage unless it is a direct consequence of a serious contractual default by VELIX or for damages that are the result of vandalism. Nor can the Client exercise recourse or terminate the agreement due to theft, loss of or damage to the Goods required to provide the services that are the subject of this contract for any reason (including accidents, unjust use, etc.).

For the same reason, VELIX- cannot be held liable for indirect damage suffered by the Client due to theft of the Vehicles, in particular in regards to economic damage of any kind. If a Vehicle has been stolen, the Client must inform VELIX- regarding the place where the Vehicle was stolen. If the theft is due to the negligence of the Client and there is no insurance covering the damage suffered by VELIX, the Client will have to compensate this damage.

16. Complaints

Complaints about visible defects and damage to the delivered Goods and the processed or to be processed materials, as well as complaints about the quality of the Services provided, must be communicated in writing (per registered post or by e-mail) within 8 days after delivery or placement. Complaints about hidden defects must be communicated in writing at the latest within 8 days after discovery and in any case at the latest within 12 months after delivery of the Goods or Services. The Client must always provide a written and fully detailed description of the defects and possible damage. Every claim to indemnification lapses in the event of a change or repair by the Client or third parties. The Client is obliged to reimburse the costs incurred as a result of unjustified complaints.

17. Termination of the contract

Termination by the Client
The Client may terminate the agreement at any time and for any reason, as long as the cancellation is in accordance with the method described in Article 13 regarding the cancellation of the Software and other Services and/or the conditions of the Rental Agreement. between the Client and VELIX, if applicable.
Termination by VELIX
Without prejudice to any right or recourse that VELIX might have against the Client, VELIX is free to terminate the agreement at any time and without judicial intervention, in particular when exceptional circumstances arise that make the execution of the agreement impossible or that preclude further professional cooperation between VELIX and the Client.
The Client agrees that the following circumstances should be considered as exceptional circumstances:
If VELIX determines or has clear reasons to assume that:
the Client data is incorrect, misleading, inaccurate or outdated;
the Client uses the Goods and Services for unauthorized, illegal and/or inappropriate purposes;
the agreement with the Client is based on incorrect or erroneous information from the Client; or
the Client ordered the Goods and Services for reasons that cannot be considered objectively reasonable and acceptable.

If the Client stops payments, applies for bankruptcy, is declared bankrupt, is dissolved, goes into liquidation or if a similar arrangement is made.
If the Client commits an act of dishonesty, unfaithfulness or deception vis-a-vis VELIX, its company or its Goods and/or Services

This list is not exhaustive.
In the event of such termination, communicated by e-mail by VELIX, the Agreement will be automatically terminated without notice and without prejudice to the right of VELIX to claim compensation from the Client. In that case, VELIX in has the right to invoice all Services rendered up to that moment and demand immediate payment thereof. If the Client rents the Goods through VELIX or through one of our leasing partners, these Goods will be collected immediately upon termination of the agreement by VELIX or by the leasing partner in question.

18. Processing of (personal) information and data

All data entered by the Client when using the services of VELIX will be treated confidentially and with due care. VELIX is limited to analysing the user behaviour of its Clients with a view to improving its services. A list of employees who have access to the data entered can be requested by the Client by e-mail at any time. VELIX is only the processor of the data entered by the Client and the Client remains responsible for this data and their content. Under no circumstances can VELIX be held responsible for the loss of or incorrect use of the data entered by the Client, except when this is solely due to an error on the part of VELIX. The processor agreement that exists between the Client and VELIX- forms an integral part of the contract between VELIX and the Client. The provisions of this agreement regulate the rights and obligations of parties in the context of the General Data Protection Regulation (EU Regulation 2016/679) and they continue to apply to all commercial relationships between VELIX and the Client. All information exchanged between VELIX and the Client prior to a collaboration will be treated as strictly confidential by each of the receiving parties. The same obligation applies to all information exchanged between the parties during the cooperation. If the agreement is terminated for any reason and the data entered by the Client cannot be deleted, then VELIX will store this data and treat it to the best of its ability with necessary confidentiality. VELIX has the right to delete the data over time. VELIX hereby acts in accordance with applicable legislation concerning the processing of personal data.

19. Testimonials

After the delivery of all Goods and Services from an order from the Client, a short report of the use case/the Goods and Services delivered to this Client may be used for illustration and for marketing purposes by VELIX

The published report may include the company name, brand name, brand image, logos, brand photography or non-confidential information of the Client, as well as quotes, names and images of Clients employees and other representatives, among other information related to the project.

This report will only be published after written approval by the Client. The Client will check the final content of the report for factual accuracy and remove any confidential information from the report. The Client will communicate its comments to VELIX- in writing within ten (10) days of receipt of the report. If VELIX- has not received these comments within that period, the content of the report will be deemed to have been approved by the Client. The Client also declares upon approval of the report that it has obtained the necessary consent of its employees and/or other representatives that allows the Client to grant VELIX- the rights described in this article. The Client will comply with the obligations arising from the legislation on the processing of personal data and all other applicable regulations.

VELIX- obtains all copyrights of the report and may publish it in whole or in part as a website page, news item, blog post, press release, advertisement, presentation, video, photo report, lecture, press interview, brochure, printed or in any other customary manner. The Client may use the report for its own promotional activities. If VELIX- and the Client agree to produce multiple reports, the conditions of this article apply to all those reports, unless agreed otherwise in writing.

The Client may withdraw with immediate effect and at any time the permission for the use of the report by VELIX- by written notification (by registered letter or by e-mail with read receipt). Where applicable, VELIX- will remove all active forms of publication of the report within ten (10) days after the withdrawal of consent, insofar as reasonable means permit.

20. Specific Terms and Conditions in regards to connectivity

For the proper functioning of VELIX- solutions, a stable and sufficiently strong 4G connection between the Hardware and the Software is required. If the installation has to be done at a location with an unstable and insufficient 4G/5G connection, the Client must make the necessary adjustments at their own expense so that a good connection can be guaranteed.

Interruptions of the Services and the Mobile Apps due to a deficient 4G/5G connection or as a result of an interruption at the telecom operator, are never the responsibility of VELIX and cannot be invoked by the Client as a reason for termination of the agreement or as a reason for any claim for compensation with regard to VELIX The Client must ensure that connectivity is ideal and that connectivity issues are resolved as quickly as possible.

21. Specific Terms and Conditions in regards to the Software and Mobile Apps

VELIX grants the non-exclusive and non-transferable right of use to the Client to use the Software and the Mobile Apps. The Client pays an annual license for this and does not at any time own the Software, Mobile Apps and/or any Documentation.

The Client is not permitted to transfer, pawn, sub-license or rent this right of use to third parties without the express permission of VELIX. The Client is prohibited from copying, reproducing, translating, adapting, decomposing, decompiling (reverse engineering) or reconstructing the Software, the Mobile Apps and from reconstructing the accompanying Documentation, in whole or in part, or reproducing and/or editing it in any other way.

The use of and access to the Software by the Client presupposes that the Client has an internet connection and is able use a modern web browser (such as the most recent version of Google Chrome). If the Client uses an outdated web browser, he may not be able to use all features of the Services or these features may not work optimally. The updating of the web browser and internet connection is the sole responsibility of the Client.

The use of and access to the Mobile Apps by the Client, its Users and/or its End Users presupposes that they have an internet connection and use a modern smartphone. If the Client, his Users and/or End Users use an outdated smartphone, they may not be able to use all the functions of the Mobile Apps or these functions may not work optimally. The VELIX Mobile Apps are available free of charge in the Apple Appstore and the Google Play Store from Google. Should any problems arise with the availability of the Software and Mobile Apps, VELIX- undertakes to do its utmost best to solve the problem as soon as reasonably possible, without giving any guarantee in this respect and without assuming any obligation of result. In any case and where appropriate, VELIX- will be free to determine what may in this respect be considered an appropriate solution or compensation to its Clients.

The unique and personal passwords that allow the Client, its Administrator(s) and its Users to access the Software must remain strictly confidential and must never be disclosed to third parties. In the event of loss or theft of these access codes or passwords, VELIX- must be notified by the Client immediately and with acknowledgment of receipt. This obligation on the part of the Client is essential for VELIX to be able to guarantee the quality of its Services (Software and Mobile Apps) and to protect them against misuse or damage by third parties.

VELIX- always tries to keep the quality of the Services (Software and Mobile Apps) high by carrying out maintenance activities and regularly implementing updates. VELIX- undertakes to minimize the impact of such maintenance activities and updates on the availability of the Software, the App and the Services, but does not exclude any downtime in this regard. In any case, VELIX- will do its utmost best to inform the Client about this in due time, unless this would be impossible. An interruption or malfunction due to maintenance cannot be invoked by the Client as a reason to demand any claim or compensation from VELIX-.

Unless otherwise expressly stated or stated in these Terms and Conditions and to the extent permitted by law, the Software, as well as the Documentation and any other products or Services provided by VELIX are provided on an ‘as-is- base. VELIX therefore rejects any other – express or implied – promises, conditions, representations and warranties, including any implied warranties as to suitability for a particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.

Without wishing to affect the general character of the previous part, VELIX in no way guarantees: (1) that the performance of the Software and the Mobile Apps will not be interrupted or contain any errors, nor that all errors and/or bugs will be resolved(within a reasonable period of time); (2) that the Software and Mobile Apps will be continuously available, free from viruses, on time and complete; or (3) that the information provided by the Software and Mobile Apps will be complete, correct, accurate and non-misleading.

The intended use of the Software and the Mobile Apps by the Client, its Administrator(s) and/or the Users and End Users is determined entirely at their responsibility and risk. VELIX can in no way be held liable for any direct or indirect damage that would result from this intended use. Therefore, the Client, the Administrator(s) and/or the Users and End Users will be solely responsible for any consequential damage to their computer (programs), wireless devices and/or other equipment caused by the Software and/or the Mobile Apps.

Nor can VELIX- be held liable for:
indirect and/or consequential damage (including loss of income, loss of goodwill and damage to Client’s property caused by the Software, the Apps and the Services). This limitation of liability also applies if VELIX- has been specially informed by the Client about the possible loss;

defects that were caused directly or indirectly by an act of the Client or a third party, regardless of whether his act was caused unintentionally or due to an error or negligence;;

damage caused by the use of the Software, the App and the Services for a purpose other than the purpose for which these was developed or intended by VELIX-;

additional damage caused by the continued use by the Client, the Administrator(s) and/or the Users and End Users after a defect was found;

the loss or erroneous use of the Client Data, unless this is solely due to the fault of VELIX-;

damage caused by non-compliance with any advice and/or guidelines that would have been given by VELIX-, which the latter always provides on a discretionary basis;

damage as a result of force majeure or ‘hardship’ (see Article 9).

Furthermore, the Client accepts that VELIX- does not offer any guarantee that the Software, the Apps and the Services comply with the regulations or the requirements that apply in any legal field, with the exception of the regulations or requirements that apply in Belgium at the moment the agreement is concluded. Consequently, VELIX- cannot be held liable for any subsequent changes of any kind in legislation, prescriptions or any regulations whatsoever.

The Client commits himself not to provide any (confidential) information (e.g. an Excel sheet with data) or any login details to any representative of VELIX- in any way and for any reason. If, despite the foregoing, the Client nevertheless provides any such information to VELIX-, the Client acknowledges that he acts solely at his own risk and that VELIX- bears no responsibility. In that case, VELIX- cannot guarantee the same security and confidentiality with regard to the information provided as it does with regard to the Consumer and (End) User data.

The Client acknowledges that VELIX- can only be held liable directly by the Client and not by a third party, such as the person to whom the data relate.

The Client will reimburse and/or indemnify VELIX- and/or an Indemnified of VELIX- for and against all claims that may arise from the existence, implementation, non-compliance and/or termination of these General Terms and Conditions, which would be caused by his own negligence, error or carelessness or by his Administrator(s) and/or one of his Users.

22. Specific Terms and Conditions in regards to the Goods and Hardware

The Goods delivered must only be used for the intended purpose; any other use, whether illegal or not, is at the initiative of the Client and is entirely under his own responsibility. The delivered Goods must also be used in accordance with the technical directions and manuals supplied.

The installation of the Hardware and the mounting thereof in or on Vehicles by VELIX- or by an authorized installer appointed by VELIX- must not be changed, nor is the Client, directly or indirectly, to attempt to gain access to the interior of the supplied Hardware or to attempt to change it. Likewise, the Client may not attempt to repair the Hardware or the Vehicles himself without prior consultation and permission from VELIX-.

The Client is aware that for the correct operation of the supplied Vehicles, Hardware and built-in equipment, he must fulfil the above obligations. If not, the proper operation of the Hardware and the transfer of data to and from the Software required for the provision of the Service cannot be guaranteed. A breach by the Client of these obligations relieves VELIX- from any liability.

VELIX- is not responsible for any fines or claims incurred by the Users for the non-compliance with or violation of applicable traffic laws and other legal obligations (e.g. not being in possession of a valid driving license) while using the Goods and Hardware.

Finally, it is the responsibility of the Client to inform its Administrator(s) and User(s) of the provisions of these Specific Terms and Conditions (and the rest of the General Terms and Conditions) and to and monitor their compliance.

22.bis. Specific Terms and Conditions in regards to Resellers

“Reseller” is understood as follows:
A Client who purchases Goods and Services from VELIX with the previously agreed upon intention to resell these Goods and Services to his own Clients at the agreed upon market price.

In case of bankruptcy of the Reseller or when the Reseller defaults on the payment of the invoices of VELIX- or when the Reseller does not comply or no longer complies with the obligations towards and agreements with VELIX- (this concerns contractual and other agreements which have been made in writing), VELIX- reserves the right to approach the Reseller’s Client personally with a view to taking over a potential contract and the direct delivery by VELIX- to the Reseller’s Client of the Goods and services.

23. Support – Helpdesk

If the Client needs help or has a question about the Goods and Services, he can always contact the Helpdesk of VELIX The Helpdesk is only accessible to persons specifically designated by the Client. The Helpdesk is never accessible to other employees, end users and/or consumers of the Client and will therefore not provide support to these persons.

The modalities regarding the availability of the Helpdesk are set out in the SLA.

24. Intellectual rights

VELIX has the necessary licenses or other intellectual property protection rights for offering its goods and services. VELIX retains all copyrights, trademark rights and all rights granted to it on the service description, programs, concepts, quotes, publicity, texts, designs, drawings, models, photos and services that it has drawn up. The Client is prohibited from copying the aforementioned goods or using them for purposes other than those for which they are intended without prior written permission of VELIX

25. Independence of clauses

The invalidity of one or more clauses of the agreement does not entail the invalidity of the rest of the agreement. Parties undertake to replace the invalid clause or clauses with a legally valid clause or clauses, that correspond with the original intention of the parties and the spirit of the agreement or that at least come as close as possible to it.

26. Jurisdiction – applicable law

All our commercial transactions are governed exclusively by Belgian law. All legal claims in connection with the agreements and invoices fall under the exclusive jurisdiction of the Courts of the judicial district of Leuven.

The Client acknowledges and accepts that VELIX- files, including all agreements, contractual documents and correspondence, may be kept electronically. Therefore, VELIX- has the right, irrespective of its nature or value, and to anyone, to deliver the proof of any fact, act or obligation in connection with this agreement on the basis of a copy of the electronically preserved original. The Client accepts that these copies have the same evidential value as an original deed in accordance with the provisions of the Civil Code and therefore expressly waives the right to demand the submission of original documents.