Article 1. Applicability
1.1 These General Terms and Conditions apply to all commercial transactions of Chapps N.V./S.A., with operating headquarters in Belgium at Tour & Taxis, 1000 Brussel, Havenlaan 86C box 315B and with company number 0599.927.776 VAT-BE-0460.975.573 – registered in the Brussels Register of Legal Entities and having its registered office in Belgium 1062 Alsemberg, Molenberglaan 9 (hereinafter referred to as “Chapps”).
1.2 By confirming and/or signing (online), the offer submitted by Chapps, the Agreement between Chapps and the customer enters into effect.
1.3 It grants the customer a personal, non-transferable, non-exclusive, and non-sublicensable license to download, access and use the Chapps Applications on any device they own or control.
1.4 By ordering online or accepting the offer, the customer hereby expressly confirms that he has read and understood the General Terms and Conditions, the Software Licence Conditions, as well as the Privacy Statement, and agrees to all provisions thereof. These documents are available on www.chapps.com or can be accessed in PDF format upon simple request by e-mail to email@example.com.
1.5 The customer expressly acknowledges that the registered online order or the signed offer, together with the General Terms and Conditions accepted by the customer, the Software License Conditions and the Privacy Statement, form an integral part of the entire Agreement between the Parties and cannot be interpreted separately.
These documents replace all previous agreements and understandings, both oral and written, relating to the same subject matter that would still be in force between the parties.
Chapps hereby expressly rejects and disregards all terms and conditions contained in, or arising from, any document of the customer, whether before or after issuance of any document by Chapps. Such terms and conditions shall in no event apply to the Agreement and shall in not bind Chapps in any way.
1.6 The nullity of one or more provisions of the Agreement shall not result in the complete nullity of the Agreement. In such a case, the parties shall amend or replace the invalid, illegal or unenforceable decision or any part thereof by a new decision that comes as close as possible to the purpose of the invalid, illegal or unenforceable decision.
Article 2. Duration and termination
2.1 For online offers on the website or in the software, the Agreement commences upon the customer’s online payment. For any order placed in any other way, the Agreement commences upon the signature by the customer of the offer provided by Chapps.
2.2 The online order or Chapps’ offer shall clearly stipulate the minimum term of the Agreement. The minimum term is either 1 month (monthly subscription), 12 months (annual subscription) or a longer term as specified in the offer.
2.3 In the case of an Agreement with a minimum duration of 1 month (monthly subscription), the Agreement is concluded for an indefinite period.
2.4 Agreements that run at least 1 month may be terminated at any time. To do so, the customer must terminate his subscription himself via the relevant function in his software. The Agreement will then end on the last day of the current month.
2.5 Monthly subscriptions are automatically terminated if there is no successful online payment of the monthly fee. In this case, the customer has 30 days to reactivate his subscription with online payment. If the customer does not reactivate and pay his monthly subscription within 30 days, the account and the data of this account will be irrevocably deleted from the Chapps Servers.
2.6 Annual subscriptions are an Agreement that run for at least 12 months, tacitly renewed for the same 12-month period (ROYO – Recurring One Year Obligation), unless the customer cancels his subscription at least 3 months before the annual expiry date.
2.7 If by virtue of a provision in the offer, the Agreement was concluded for a minimum period of more than 12 months, the Agreement will be converted into an annual subscription on expiry of this agreed minimum period, unless the customer cancels this subscription at least 3 months before the expiry date.
2.8 Terminations are only valid and admissible if they are done via the relevant function in the software, or by e-mail to firstname.lastname@example.org for annual subscriptions or subscriptions with a different minimum term. A cancellation by e-mail is only valid and admissible if the e-mail address of the sender corresponds to the account data of the Chapps Applications.
2.9 Chapps may terminate the Agreement with immediate effect and by operation of law to the detriment of the customer if the customer fails to comply with the obligations arising from the Agreement, within fifteen (15) days of being given notice to do so, without prejudice to any damages and interest that Chapps may claim.
Article 3. Rate
3.1 The rate is calculated, depending on the product chosen, based on the number of users, buildings, beds, units, total surface area in m2 and/or finished inspections. Moreover, a separate, recurring basic fee may be charged. A one-off activation fee may also be charged per user and/or per building.
3.2 Additional services at the customer’s request, related to set-up, customisation, training, consultancy, etc., will be charged separately.
3.3 In the case of a monthly subscription, each month started is payable in advance. In the case of an annual subscription or a subscription of more than 12 months, each year started is payable in advance. Provided it is agreed in the offer, a monthly or quarterly payment is also possible for an Agreement of 12 months or longer.
3.4 Chapps’ rates are subject to the evolution of cost-price, inflation, and index adjustments. The adjusted rates will be applied from the first day of the month following the month in which the customer was informed.
Article 4. Invoicing
4.1 If the Agreement is concluded online, the payable fee is due in full by activating a recurring payment with one of the electronic means of payment offered by Chapps. The client will receive an electronic invoice from Chapps after each recurring payment.
4.2 Subscriptions not ordered via an online purchase are invoiced periodically, in accordance with the provisions contained in the offer, for the entire duration of the Agreement.
4.3 Unless otherwise agreed, all invoices are payable in cash.
4.4 If the customer is a company with its registered office in an EU Member State other than Belgium and holds a VAT number of this Member State validated by the VAT Information Exchange System (VIES) for intra-Community supplies of services, Chapps shall reverse the VAT on the invoice. Consequently, the customer is solely responsible for accounting for the VAT due in the Member State in which the customer has his registered office.
4.5 The customer is solely responsible for the payment of all sums due resulting from the present Agreement. He accepts that invoicing is done exclusively electronically (pdf) and undertakes to respect the payment modalities imposed by Chapps.
4.6 Any objection to an invoice must be made in writing, stating reasons, within eight (8) days of receipt of the invoice. In the absence of an objection and/or justification within the specified period, the invoice shall be deemed to have been accepted.
4.7 If payment is not made within the set payment period, Chapps reserves the right, without prior notice, to cancel any discounts granted for all outstanding and future invoices, regardless of the possibility of terminating the Agreement in accordance with the provisions of Article 2.9.
Article 5. Availability of data
5.1 In the event of termination of the Agreement between Chapps and the customer, Chapps guarantees that the customer’s data are stored on Chapps’ servers for 30 days. During this one-month period, the customer may request an export file of his data. This service is subject to the express condition that all of the customer’s outstanding invoices are paid, including the invoice for the provision of the requested export(s).
5.2 Chapps can provide several import and export procedures. It is also possible to optionally use our API (Application Programming Interface) for the own company accounts. Chapps provides these practices and procedures but is not responsible for their implementation. Therefore, Chapps cannot be held liable for any type of damage that may occur because of its use.
Article 6. Support
6.1 The Helpdesk is only available for the Chapps Applications that are the subject of the Agreement. The service is limited to the operation and use of the Applications themselves and does not apply to the hardware, software or configurations used by the customer and running on those Applications.
6.2 Access to the helpdesk is exclusively by e-mail and the online help centre. Support via telephone or other means of communication is only available subject to express provisions in the Agreement and for an additional fee.
Article 7. Disputes
7.1 Unless expressly agreed and confirmed otherwise, each Agreement is subject to Belgian legislation.
7.2 Any dispute relating to the interpretation, performance or upon termination of this Agreement shall be submitted exclusively to the courts having territorial jurisdiction over Chapps’ registered office, unless otherwise expressly stipulated in the Agreement.