HELLO, a private limited company under Belgian law, with registered office at 2300 Turnhout (Belgium), Rubensstraat 165 box 3 and registered in the Crosspoint Bank for Enterprises with company number 0749.895.518 (hereinafter referred to as “HELLO”) is a company specialized in the provision of services within the IT sector, including managed services, Microsoft 365 implementation/business continuity, meeting rooms and telephony.
The customer can be any natural or legal person who enters into a contractual relationship of any kind with HELLO within the framework of his or her trade, business, craft or professional activity (hereinafter referred to as the “Customer”).
Without prejudice to the application of any special conditions included in a separate, written agreement, these general terms and conditions apply to hello’s services.
The conclusion of an agreement with HELLO implies full knowledge as well as full and unconditional acceptance of hello’s general terms and conditions.
HELLO reserves the right to change these general terms and conditions at any time in line with economic and legal requirements. The new general terms and conditions automatically enter into force within a period of 10 (ten) working days after notification of the new general terms and conditions to the Customer.
The application of hello’s general terms and conditions excludes the application of any other (general or special) terms and conditions of the Customer.
Unless otherwise stipulated in writing, hello’s offers will be valid for fourteen (14) days from the quotation date. Hello’s quotations are always without obligation. Orders from a Customer not confirmed in writing (digitally or otherwise) shall not bind HELLO either.
All hello quotations are drawn up on the basis of the customer’s data and wishes. Any change in data and wishes may lead to a revision of the conditions as included in the offer.
An agreement is only concluded between HELLO and the Customer after either (i) the (digital or non-digital) signing of a quotation by both parties within the stated period of validity of the quotation, or (ii) the written confirmation (digital or otherwise) of an order by HELLO, or (iii) by execution of an order by HELLO.
Unless the parties agree in writing on a different compensation arrangement, HELLO will provide the services at the price agreed in the agreement between HELLO and the Customer.
The price is always drawn up on the basis of the data held by HELLO. It is the Customer’s responsibility to provide HELLO with all the data necessary to record the price, and furthermore that the data provided in this context are correct. If it subsequently appears that the information provided by the Customer, on the basis of which the price was established, was not correct or has changed in the meantime, this will give rise to a revision of the price.
HELLO expressly reserves the right to increase the agreed price if, after the date of the agreement, one or more cost factors (including but not limited to the prices of energy and labour costs) undergo an increase, even if this occurs due to foreseeable circumstances.
The prices are exclusive of VAT and other taxes and charges. The prices do not include installation, training costs or transport costs, unless expressly agreed otherwise.
The prices will be indexed annually and automatically as of 1 January in accordance with the Agoria index. The formula used for indexing is the following:
Indexed price = price x [0.2+0.8x (current index/base index)]
Goods are invoiced after delivery. Services are billed monthly.
Subject to any other agreed written clause, all invoices are payable within thirty (30) days of the invoice date to the bank account as shown on the invoice. The value added tax is borne by the Customer.
In the event of non-payment or only partial payment on the due date of the invoice, HELLO is free to suspend all deliveries without prior notice of default and without compensation. In that case, HELLO will also be entitled, by operation of law and without prior notice of default, to demand the immediate payment of all invoices, even if they have not yet expired.
In the event of late payment, the Customer shall owe interest of 1% per month from the due date of the invoice on the outstanding invoice amount by operation of law and without any notice of default having to be given. In addition, the Customer shall be obliged to pay a conventional and fixed compensation of 10% of the amount due, with a minimum of EUR 250 per invoice, without prejudice to HELLO’s right to claim the damage actually suffered in full from the Customer in such a case.
A payment will first be allocated on the interest and fixed damages due and then on the due and payable invoices that are due for the longest time.
To be valid, an invoice protest must be received by HELLO in writing and within eight (8) working days of the invoice date, without such notice constituting any acknowledgement by HELLO with its contents. Any invoice protest must include a clear description of the complaint. In the absence of such notification, the invoice will be considered accepted by the Customer without any reservations.
The delivery times specified by HELLO are determined as accurately as possible on the basis of the known elements. HELLO will make every effort to carry out the deliveries on the predetermined or later confirmed date, but will not be held liable for any delay nor will the Customer be entitled to terminate the agreement with HELLO if necessary. It has therefore been expressly agreed that delivery times are only of an indicative nature.
Agreed terms will in any case be extended as a result of any delays due to a third party and/or the Customer, including but not limited to late information provided by the Customer to HELLO that is necessary to execute the agreement.
A unilateral and premature cancellation of an order by the Customer gives rise to compensation of all expenses, labour and profit loss to HELLO, which is estimated at 30% of the total agreed price, without prejudice to HELLO’s right to demand payment of demonstrable higher actual damage suffered. From five (5) working days before the delivery date, the Customer will no longer be able to terminate the order. Cancellations must always be made in writing.
Unless otherwise agreed, the duration of the agreement with HELLO is always a fixed duration of twelve (12) months. The agreement is tacitly renewed for successive periods equal to the original duration of the agreement and under the same conditions, unless a party informs the other party by registered letter at least two (2) months before the end date of the then current term that it wishes to terminate the agreement.
If the Customer terminates agreements with third parties related to the services of HELLO, the Customer shall immediately inform HELLO. The relevant part of HELLO’s assignment will therefore end after the end of the notice period of the underlying agreement with the third party concerned.
HELLO has the right to terminate the agreement with the Customer at any time, with immediate effect, without judicial authorization, without prior notice of default and without payment of any compensation, in the following cases: (i) if, despite written notice of default observing a period of seven (7) working days, the Customer fails to fulfill one or more obligations arising from the agreement, (ii) in the event of cessation of payment or (the application of) bankruptcy by the Customer, (iii) in the event of liquidation or cessation of the Customer’s activities, or (iv) if control of the Customer changes. In the event of such termination, HELLO reserves the right to claim compensation for the costs, interest and damages suffered by HELLO as a result and all claims of HELLO against the Customer shall become immediately due and payable.
Complaints regarding visible defects in the delivered goods or services must, under penalty of forfeiture, be communicated to HELLO in writing within a period of forty-eight (48) hours after the delivery in question. However, complaints do not suspend the Customer’s payment obligations.
Complaints relating to the delivered goods or services on the basis of a hidden defect must, under penalty of forfeiture, be communicated by the Customer to HELLO by registered letter immediately after their discovery. The complaints must be explained accurately and in detail.
If the delivered goods or services of HELLO are defective, the Customer has the right to have the goods or service in question repaired, replaced or refunded, at hello’s option, without any form of compensation.
The Customer acknowledges that the hardware supplied by HELLO is subject to the warranty limitations of the manufacturer/supplier/importer of the materials and agrees that such warranty limitations may be invoked directly by HELLO against the Customer.
The return of the goods is only permitted after hello’s prior written consent.
Defects with regard to goods or services that have been modified or repaired after delivery by the Customer or a third party, defects that are due to cases of force majeure, the Customer or a third party, including but not limited to negligent or incorrect use or maintenance, will not be taken into account.
The unconditional acceptance of the goods or services by the Customer will be evidenced by the unreserved commissioning of the delivered goods or services.
The Customer is obliged to enable HELLO to investigate any complaint and must therefore cooperate.
The Customer is obliged to provide HELLO with the correct and complete data in order to enable it to calculate a price that corresponds to the actual cost price and to be able to execute the agreement.
The Customer shall grant HELLO proper and timely access to the Customer’s premises where the services are to be provided by HELLO.
It is also the Customer’s responsibility, if necessary, to grant HELLO access to the systems and data necessary to execute the agreement.
In the absence of compliance with the obligations by the Customer, HELLO will be entitled to suspend delivery until the Customer fulfills its obligations, as a result of which the delivery period will in any case be extended.
The ownership of goods delivered by HELLO will only be transferred to the Customer upon full payment by the Customer of the relevant invoices, including interest and any compensation clause to HELLO. Nevertheless, the risks of, among other things, loss, damage or destruction of such goods will be borne in full by the Customer from the moment delivery to the Customer.
Except in the event of fraud or wilful misconduct, HELLO is never liable for or obliged to compensate for intangible, indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of income, loss of customers or claims of third parties, or any other form of damage.
Moreover, HELLO is never liable for damage that does not result from an error on its part, including but not limited to force majeure or use or maintenance contrary to the instructions. In this context, the Customer must, among other things, guarantee the security of the system active at the Customer and take the necessary backups of his data.
HELLO’s total (contractual and extra-contractual) liability for direct damage is at all times limited to the price paid by the Customer for hello’s services under the confirmed quotation in the six (6) months preceding the damaging event, less the amounts charged for third-party hardware.
The damage attributable to HELLO will, at hello’s option, be remedied in kind, by replacement or repair. If a repair in kind is impossible or entails an unreasonable workload, HELLO will refund the price as stipulated in the agreement to the Customer taking into account the enjoyment that the Customer has already had of the goods or services in question.
Neither the agreement nor its execution includes, unless otherwise stated in writing, any transfer of intellectual rights and know-how from HELLO to the Customer.
The Customer expressly acknowledges that HELLO can never be denied the right to use HELLO’s software, tools, methodology, experience or know-how for other assignments and purposes.
Each Customer must also have the rights to the creations of third parties necessary for the execution of the delivery by HELLO. The Customer indemnifies HELLO against all claims regarding infringements of possible intellectual property rights of third parties.
All documents provided by HELLO to the Customer in connection with the investigations and analyses carried out by HELLO in relation to the condition of the Customer’s systems and hardware remain the property of HELLO and must be returned to it upon first request. HELLO retains the copyrights, either the intellectual property rights or the industrial property of these documents. The communication of the content of these documents by the Customer to third parties gives rise to compensation. The content of these documents may not be used intellectually or industrially without the express permission of HELLO. The Customer shall keep all information relating to HELLO strictly confidential and shall not distribute or use it to third parties without the express consent of HELLO.
In the event of a breach by the Customer of this Article 11, the Customer shall owe HELLO a fixed compensation of EUR 25,000.00, without prejudice to HELLO’s right to demand payment of demonstrable higher actual damages.
The Customer shall refrain from approaching HELLO’s staff / employees / directors / directors / delegates / managers in a direct or indirect manner during the agreement with HELLO and for a period of one (1) year thereafter, with a view to their recruitment, on an independent basis or in employment, or with a view to terminating the contractual relationship with HELLO.
In the event of infringement by the Customer, the latter will owe HELLO a fixed compensation equal to the annual gross salary (being the monthly gross salary x 13.92) or the annual compensation / remuneration (being the daily allowance / remuneration x 240) of the person concerned, which will be increased by five hundred euros (500 EUR) per day that the infringement continues after the Customer has been given notice of default by HELLO, without prejudice to HELLO’s right to recover its damages in excess of the amounts stipulated in this article or to make use of any other remedy.
If the execution of the agreement cannot take place due to force majeure, the shorting party will inform the other party within a period of two (2) days after the start of the force majeure situation. Force majeure is understood to mean the situation in which the execution of the agreement by one of the parties is prevented in whole or in part, temporarily or otherwise, by circumstances beyond the control of that party, even if this circumstance was already foreseeable at the time of the conclusion of the agreement. Without striving for exhaustiveness, cases of force majeure are considered to be: delays or non-deliveries by suppliers of a party, machine breakdown, strike or lock-out, fire, riot, war, epidemic, flood, electrical, computer, internet or telecommunications failures, decisions or intervention by the government and errors and delays due to third parties.
In the event that the force majeure situation results in an interruption of the delivery, the execution period and the obligations of the party concerned shall in any case be suspended by operation of law for the duration of the interruption. In such a case, the parties will make all reasonable efforts to limit the consequences of the force majeure situation.
If the situation of force majeure lasts longer than two (2) months, each party is entitled to dissolve the agreement without the intervention of the court, without the other party being able to be held to pay any compensation to the first party, with the exception of the costs that HELLO has already incurred prior to the force majeure situation that will be borne by the Customer.
If any provision (or part thereof) of these general terms and conditions would be unenforceable, void, inapplicable or contrary to a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these general terms and conditions. In such a case, HELLO and the Customer will negotiate in good faith to replace the provision in question with an enforceable and legally valid provision that is as close as possible to the purpose and scope of the original provision.
These general terms and conditions are subject to Belgian law.
Any dispute about the interpretation or application of these general terms and conditions falls under the jurisdiction of the courts in Antwerp, Turnhout division, unless the law prescribes another court.
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