~/tinfox/en/terms

Terms and conditions

General terms and conditions and terms of payment

Article 1 — Service provider and scope

1. The service provider is **H-ola BV**, company and VAT number **BE 1003.762.235**, with its registered office at **Bredabaan 1004, 2930 Brasschaat, Belgium**. Contractual contact address: **hello@h-ola.com**. Telephone: **+32 478 66 43 19**. Hereinafter: “H-ola BV”.
2. These terms apply to quotations and agreements concerning website and webshop development, software development, SaaS, AI solutions, hosting, domain management, maintenance, managed services, support and IT consultancy, insofar as the service concerned has been agreed.
3. Under these terms, H-ola BV contracts exclusively with clients acting for the purposes of their trade, business or profession. Assignments for consumers require a separate agreement.
4. The client receives these terms on a durable medium before the agreement is concluded and accepts them together with the quotation or order. A mere reference on a later invoice does not replace that prior acceptance.
5. In the event of conflict, specifically negotiated arrangements prevail first. The data processing agreement takes precedence for personal data that H-ola BV processes on behalf of the client. Thereafter, the service agreement, the accepted quotation and these general terms apply, in that order. The privacy statement is an information document and does not change any contractual arrangements.
6. The client’s own deviating terms only become part of the agreement insofar as the parties expressly agree to this, with due regard to the applicable law on conflicting general terms.

Article 2 — Quotations and conclusion of the agreement

1. A quotation states the services, price, term and any special conditions. It remains valid for the period stated in it; if no period is stated, it is thirty calendar days.
2. The agreement is concluded by written or electronic acceptance by an authorised representative. Any change to the quotation requires the agreement of both parties.
3. Only services that are expressly included form part of the assignment. Licences, hosting, content, translations, data migrations, maintenance, training and support are only included where this is stated.
4. H-ola BV confirms additional work and its consequences for price and planning in advance. Additional work is carried out after the client’s approval, except for strictly necessary emergency measures within a budget or authority agreed in advance.

Article 3 — Performance and cooperation

1. H-ola BV performs its work carefully and professionally. Specific results are only guaranteed where they have been agreed expressly and in measurable terms. This is without prejudice to the obligation to deliver the agreed functionality.
2. The client provides correct information, access, decisions and materials in good time and appoints a contact person. The client holds the necessary rights to the content and data it supplies.
3. Schedules are indicative unless a binding date has been agreed. In the event of delay, H-ola BV informs the client of the consequences and of an adjusted schedule. Delay caused by lack of cooperation extends the schedule insofar as reasonably necessary.
4. H-ola BV may engage specialised third parties and remains responsible for its own contractual performance. Where personal data are involved, the arrangements on sub-processors also apply.
5. The client secures its own accounts and equipment, uses strong passwords and, where available, multi-factor authentication, and reports suspected misuse immediately.

Article 4 — Delivery and acceptance

1. For project work, H-ola BV notifies the client in writing when a delivery is ready to be tested against the agreed specifications.
2. The client has fifteen working days to report specific deviations. H-ola BV remedies attributable deviations within a reasonable period, after which the parts concerned can be tested again.
3. Minor defects that do not prevent normal use do not block delivery, but must still be remedied. New requirements are additional work.
4. If no response is received, H-ola BV sends a reminder with an additional period of five working days. After that period, the delivery may be deemed accepted as regards reasonably visible deviations, provided the reminder clearly states this consequence. Rights concerning hidden defects are retained.
5. Putting into use may demonstrate acceptance of the parts used, except in the case of an agreed test, a need for business continuity or a reservation notified in advance.

Article 5 — Prices and price revision

1. Prices are in euros and exclusive of VAT, unless expressly stated otherwise. Invoicing follows the agreed fixed price, the subscription, actual usage or approved hours.
2. External costs and usage rates are described in advance, together with the applicable pricing basis. H-ola BV may not pass on external price increases without limit or without an agreed basis.
3. The previously discussed annual link to the Belgian consumer price index is **not included in this draft as an automatically operating clause**. For commercial services, its permissibility must be assessed in the light of Article 57 of the Act of 30 March 1976.
4. Before signing, the parties may agree on an annual price revision that reflects demonstrable actual costs, with objective parameters, appropriate weightings, base values and a revision date. Where Article 57 applies, at least twenty percent of the price remains fixed and at most eighty percent may be revised. The formula operates both when costs rise and when they fall.
5. As long as that annex has not been completed and accepted, this article provides no basis for automatic annual indexation. A price change then requires mutual agreement or another valid statutory or contractual basis.

Article 6 — Invoicing, payment and SEPA

1. Unless otherwise agreed in writing, invoices are payable on the invoice date. Recurring services are invoiced in advance according to the chosen monthly or annual cycle. Project invoicing follows the agreed milestones.
2. The agreed standard payment method is SEPA direct debit via Stripe on the basis of a valid mandate. H-ola BV initiates the collection on the invoice date, taking into account the agreed prior notification and technical processing times. The actual debit may take place later.
3. An invoice date does not make the SEPA pre-notification unnecessary. Where a later collection date is required, the payment is not considered late solely because of that processing time.
4. The mandate and the pre-notification state the applicable creditor identifier, mandate reference, amount and scheduled debit date. Unless a valid different arrangement applies, the notification period is fourteen calendar days. A shorter period requires separate express acceptance and compliance with the payment procedure used.
5. If a collection fails or is reversed, H-ola BV informs the client and offers the opportunity to pay or to have the amount collected again. Only demonstrable, reasonable and legally permitted external costs attributable to the client may be charged, without double compensation.
6. Revoking a mandate does not terminate the service agreement. Amounts due remain payable in another agreed manner. A refund through the bank does not in itself decide the underlying invoice dispute.
7. The client reports an invoice dispute as soon as possible, preferably within fourteen calendar days, stating specific reasons. This period does not automatically extinguish statutory defences. Undisputed amounts remain payable.
8. In the event of attributable late payment, H-ola BV may claim the statutory interest for commercial transactions in accordance with the Act of 2 August 2002, a fixed recovery fee of forty euros and, where permitted by law, reasonable demonstrable recovery costs above that amount, without double compensation.
9. Before suspending services for non-payment, H-ola BV sends a written notice giving at least fourteen calendar days to remedy the default. A suspension is proportionate, is announced in advance and does not unnecessarily affect data. In the event of a serious immediate security threat, a necessary protective measure may be taken earlier.

Article 7 — Term, renewal and termination

1. The quotation states whether it concerns a project, an open-ended monthly contract or an annual contract. Paying monthly does not make an annual contract terminable monthly.
2. An open-ended monthly contract has a minimum term of three months from the agreed start date. It may be terminated from the start with a notice period of three months, which begins on the first day of the month following receipt of the notice. The agreement ends no earlier than after the minimum term and the full notice period.
3. Example: notice received on 15 June starts the notice period running from 1 July up to and including 30 September, provided the minimum term has expired by then.
4. An annual contract runs for twelve months from the agreed start date and is each time tacitly renewed for twelve months, unless notice is received at least three months before the expiry date.
5. Notice may be given by e-mail to the contractual contact address or by registered letter to the registered office. H-ola BV confirms receipt. The absence of a confirmation does not invalidate a notice that was demonstrably received.
6. The same ordinary notice periods apply to H-ola BV. During a fixed term, it may not terminate early without an agreed or statutory ground.
7. Ordinary termination means the normal fees continue until the end date. No separate termination penalty is charged, unless the parties agree on a specific, proportionate arrangement.
8. The parties may terminate the agreement in the event of a sufficiently serious breach that has not been remedied after a written notice of default and a reasonable remedy period of at least fourteen calendar days, except in cases where immediate action is legally justified.

Article 8 — Hosting, maintenance and support

1. Hosting capacity, included maintenance, backups, retention periods, recovery objectives, support hours and response times are set out in the quotation or an SLA. Without a specific SLA, no particular availability percentage or round-the-clock service is guaranteed.
2. H-ola BV announces planned maintenance in advance where reasonably possible. Emergency maintenance may take place immediately when necessary for security or continuity.
3. If H-ola BV manages backups, the agreement states at least the frequency, retention, storage location and recovery procedure. The client’s responsibilities do not replace backup obligations expressly accepted by H-ola BV.
4. The client uses the services lawfully and refrains from malware, unauthorised access, spam and unlawful content. Measures in the event of misuse are aimed at the risk concerned and are explained in advance where possible.
5. External services may have their own terms and limitations. H-ola BV identifies essential dependencies in advance and cannot shift its own responsibility entirely onto a supplier.

Article 9 — AI and automated output

1. For AI services, the assignment describes the purpose, the data used, the necessary human oversight and the known limitations. AI output may be inaccurate or incomplete.
2. The client checks output before using it in decisions or publications that require substantive review. H-ola BV remains responsible for its agreed implementation and information obligations.
3. Confidential information or personal data are only sent to an external AI service within the agreed processing, with appropriate contractual and security safeguards.
4. H-ola BV does not use client data for its own model training or for training by third parties without a prior specific arrangement and, where required, a valid legal basis. The agreement governs settings and transfers for each supplier used.

Article 10 — Intellectual property and data

1. Each party retains its existing intellectual property. Client data and supplied materials remain subject to the rights of the client or the relevant rights holder.
2. The quotation determines whether a licence or an assignment applies to specific custom work. Without a separate assignment arrangement, the client receives, after full payment, a non-exclusive right to use the paid custom work for the agreed business purpose. For a project paid once, that right is of indefinite duration; SaaS access applies for the duration of the subscription.
3. An assignment of copyright is made in writing and describes the works concerned, the modes of exploitation, the scope, the duration, the territory and the remuneration. An assignment does not automatically include existing components, generic tools or third-party parts.
4. Source code, repository access, documentation and transferable configuration are included where this has been expressly agreed. For custom work, what becomes available on delivery and on termination is set out before ordering.
5. The relevant licences apply to open-source and external components. H-ola BV informs the client of obligations that materially affect the intended use.
6. H-ola BV may only publish the client’s name, logo or assignment as a reference with the client’s permission.

Article 11 — Confidentiality and personal data

1. The parties protect confidential information, limit access to persons who need it and use the information solely for the performance of the agreement.
2. This obligation does not apply to information that is lawfully public, has been developed independently or has been lawfully obtained from a third party. Mandatory disclosure remains possible, with prior notice where permitted.
3. Confidentiality applies during the agreement and for five years thereafter; for trade secrets and personal data, for as long as the nature of the information or the law requires.
4. Where H-ola BV processes personal data on behalf of the client, part 4 applies. For its own processing, H-ola BV provides the information in part 5.

Article 12 — Liability

1. Each party is liable for attributable non-performance in accordance with the applicable law. Where remedy is possible, the defaulting party is first given a reasonable opportunity to remedy, except in urgent cases.
2. To the extent permitted by law, the total liability of H-ola BV per contract year is limited to the fees exclusive of VAT paid or payable for the assignment or service concerned in that contract year. For a one-off project, the total agreed project fee applies. Related facts count as a single loss event.
3. To the extent permitted by law, compensation for indirect consequential loss such as lost profits or missed savings is excluded. Reasonable direct remedial costs, including the restoration of data following an attributable breach of an agreed security or backup obligation, are not automatically excluded by this.
4. The limitations do not apply in the event of intent or gross negligence on the part of H-ola BV or its auxiliaries, harm to life or physical integrity, or where a limitation is prohibited by law or would deprive the agreement of its essential substance.
5. This agreement does not limit any statutory rights of data subjects under the GDPR. Liability arrangements between the parties are without prejudice to mandatory obligations towards data subjects or supervisory authorities.

Article 13 — Force majeure

1. An event only constitutes force majeure insofar as the statutory conditions are met. A supplier outage, cyber incident or staff shortage is not automatically force majeure.
2. The affected party reports the event, limits its consequences and resumes performance as soon as possible. If performance remains impossible for more than sixty calendar days, either party may terminate the affected part without compensation for future services not delivered.
3. Services already correctly delivered remain payable. Prepayments for services that will definitively not be delivered are refunded pro rata.

Article 14 — Termination and handover

1. Before the end date, the parties agree on an export and handover plan. H-ola BV provides client data in a common, technically available format and transfers transferable client access and domains in accordance with the arrangements made.
2. Without a specifically agreed migration period, an export remains available for thirty calendar days after the end through an agreed secure route. The client requests the export in good time. Insofar as mandatory rules on switching cloud or data services grant broader rights, those take precedence.
3. Additional migration assistance is only chargeable on the basis of a quotation accepted in advance. Support that is legally required to be free of charge remains free of charge.
4. H-ola BV does not use personal data as leverage for payment and does not block a legally required return or transfer because of a payment dispute. Deletion and the phasing out of backups take place in accordance with the data processing agreement and the confirmed service specification.

Article 15 — Changes, governing law and disputes

1. A new version of these terms does not automatically change an existing agreement. Changes apply after acceptance or on the basis of a change procedure agreed in advance that is objectively defined and legally valid.
2. The invalidity of a provision does not affect the other provisions insofar as the agreement can continue to exist. The parties seek a valid replacement arrangement without unilaterally shifting the original balance.
3. Belgian law applies. The parties first try to resolve a dispute through consultation. Thereafter, the competent courts of the judicial district of Antwerp have jurisdiction, without prejudice to mandatory rules on jurisdiction.