Bike Park Belgium

Definitions
General
Quotations
Prices
Orders
Right of Withdrawal
Cancellation of the Order before Delivery
Additional Work
Delivery Deadlines, Installation and Completion
Force Majeure / Hardship
Invoicing
Payment
Protest of Invoices
General Provisions relating to Purchase and Lease
Warranty
Theft / Loss / Damage of Goods
Complaints
Termination
Processing of (Personal) Data, Information and Files
Testimonials
Special Terms relating to Connectivity
Special Terms relating to the Software and Mobile Apps
Special Terms relating to Goods and Hardware
Special Terms relating to Resellers
Support – Helpdesk
Intellectual Property Rights
Independence of Provisions
Jurisdiction – Applicable Law

0. Definitions

In these Terms and Conditions, the following terms shall have the meanings ascribed to them in this Article:

VELIX or VELIX BV:

The service provider VELIX BV, a company incorporated under Belgian law, with registered office at Bietenweg 27a, 3300 Tienen, registered in the Crossroads Bank of Enterprises under company number 0778.881.690 (Pétré-Stiels & Partners).
Indemnified Party:

Any executive, director, partner, employee or affiliated entity of VELIX.
Customer:

Any private or public, professional or non-professional, natural or legal person, who purchases Services and/or Goods from VELIX BV, including anyone acting on behalf of and for the account of a legal entity. Any private Customer is deemed to be at least 18 years of age. These Terms and Conditions shall not prejudice the statutory rights compulsorily granted to consumer-Customers under Belgian consumer protection legislation.
Software:

All software, online platforms, back-ends and modules made available by VELIX to the Customer in connection with the Services.
Mobile Apps:

All mobile applications made available by VELIX to the Customer and connected to the Software. This includes, among others, the following Apps: VELIX Mobility App, VELIX Fleet App, VELIX Connect App, and all Apps custom-made at the Customer’s request and bearing a Customer-chosen name.
SLA:

The Service Level Agreement concluded between the Customer and VELIX. This agreement specifies in detail the levels of B2B helpdesk, insurance, roadside assistance, and maintenance during and in connection with the Services.
Services:

All Software and Mobile Apps made available by VELIX to the Customer, as well as the communication between the Apps, the Software and the selected SLA.
Hardware:

All hardware components and products (excluding Vehicles) sold, rented, or leased to the Customer in connection with the Services and necessary to guarantee proper performance of the Services. Hardware includes smart locks, IoT devices, access controls, bicycle drums and racks, charging stations, cables, batteries, WIFI masters, SIM cards. This list is non-exhaustive.
Vehicles:

All vehicles (i.e. bicycles, e-bikes, cars, e-scooters, etc.), including vehicle accessories such as panniers and bells, sold, rented, or leased to the Customer in connection with the Services.
Goods:

The entirety of all Hardware and Vehicles sold, rented, or leased to the Customer in connection with the Services.
Documentation:

All information provided by VELIX to the Customer regarding the Goods and Services, including documentation, brochures, manuals, tutorials, as well as data and files available on VELIX’s websites, within the Software platform and within the Mobile App.
Administrator(s):

The user(s) responsible for the administrator account (admin account). Through this account, which is accessible only to the Administrator(s), they may: (i) use the Software, App and Services in accordance with the Customer’s order; (ii) change limited configuration settings (including e.g. changing colours of the back-end and the Mobile App); and (iii) create additional user accounts with or without restricted access rights.
User:

Any other Customer user, other than the Administrator, for whom the Customer creates a user account. Through this account, a User has access to the dashboard and management modules of the Software via their personal login.
End User or Consumer:

Consumers and/or employees of the Customer who effectively use the Services and Goods subject to the agreement.

Both Users (including Administrators) and End Users/Consumers fall under the responsibility of the Customer. The Customer shall ensure that the Hardware, Software, Mobile App and Vehicles of VELIX are not misused, shall provide Users and Consumers with the manuals, instructions, and guidelines, and shall ensure their proper implementation. In the event of misuse, the Customer shall indemnify VELIX for all resulting consequences. In the event Users or Consumers cause damage to Goods or Services owned by VELIX, the Customer shall compensate for such damage, without prejudice to its right of recourse against the User or Consumer.

1. General

These Terms and Conditions govern the terms under which VELIX makes the agreed Hardware, Software and Services available to the Customer. Unless expressly agreed otherwise, all transactions between VELIX and the Customer are exclusively subject to these Terms and Conditions.

Prices and all other information have indicative value and may be amended at any time. By placing an order and signing the quotation, the Customer acknowledges having taken note of these Terms and Conditions and expressly accepts them.

These Terms and Conditions always take precedence over the Customer’s general conditions, even if the latter stipulate exclusive application and even if VELIX has accepted a Customer’s order without reservation that refers to divergent sales conditions.

Failure by VELIX to enforce strict application of these Terms and Conditions shall never be construed as an implied waiver of any rights or obligations contained herein.

VELIX reserves the right to amend its Terms and Conditions at any time. Depending on the nature of the Services or Goods to be provided, these Terms and Conditions may be supplemented or amended by specific conditions issued by VELIX, provided such conditions are expressly agreed. In such cases, these Terms and Conditions shall apply insofar as not deviated from by the special terms.

If VELIX is acquired, merged, or otherwise transfers rights arising from the agreement to a third party, these Terms and Conditions shall remain applicable to the relationship between VELIX’s successor and the Customer.

2. Quotations

Quotations are drawn up based on information provided by the Customer, who is responsible for the accuracy of such information. In preparing quotations, VELIX shall inform the Customer about the scope of its Goods and Services, possibly through demonstrations, and the Customer acknowledges, by placing an order, having been sufficiently pre-contractually informed.

Quotations are always non-binding and shall be considered merely as an invitation to place an order. Unless otherwise specified, they are valid for 30 calendar days from the date stated thereon. A quotation is valid only for the specific assignment to which it relates and does not automatically apply to subsequent assignments.

Quotations cover only those Services expressly stated therein. They are without commitment unless confirmed in writing by the Customer. Any amendments made to quotations shall only be valid if subsequently accepted in writing by VELIX.

Quotations, as well as drawings, images, diagrams, and other related documentation, remain the exclusive property of VELIX. If shared with third parties without VELIX’s consent, the Customer shall compensate VELIX for damages, fixed at a minimum of 15% of the total quotation amount, without prejudice to VELIX’s right to claim higher proven damages.

Promotions, brochures or catalogues issued by VELIX or persons acting for or on its behalf shall never be deemed a quotation and shall not create any obligation on VELIX’s part.

3. Prices

All prices are expressed in euros and always exclude VAT and other duties or charges. Any VAT increase between order and delivery/installation shall be borne by the Customer.

If a significant increase in raw material costs, wages, insurance or other costs occurs, VELIX reserves the right to increase prices. The Customer shall be notified of any such price increase, including its justification.

A price increase shall not entitle the Customer to dissolve the agreement nor to claim damages.

Quotations are based on the Customer’s data. If actual quantities or conditions differ from those foreseen, a price adjustment shall apply.

Commercial discounts granted verbally (e.g. by phone) must be confirmed in writing to be valid. Such discounts are deemed one-off and for the initial term only, unless otherwise agreed. Discounts and promotional gifts are non-cumulative, strictly personal and never confer acquired rights.

4. Orders

Orders become definitive only when the signed quotation has been returned to VELIX. Only at that moment is the agreement concluded. By signing the quotation, the Customer is deemed to have read, approved and accepted these Terms and Conditions. The Customer accepts that the subject matter of its order is limited to the Goods and Services expressly mentioned in the signed quotation.

If, during execution of the assignment, technical issues are identified or unforeseen circumstances arise that were unknown at the time of preparing the quotation, which render execution more difficult or costly than initially anticipated, these shall give rise to additional charges. VELIX shall apply customary market prices for the performance of such additional works.

Each assignment the Customer wishes to place with VELIX shall in principle be the subject of a separate quotation and order. However, the Parties may, by mutual consent and express written agreement, amend, adapt, or extend an order with additional Goods and Services. In such cases, clear arrangements must be made regarding the additional price involved and the impact of such amendment or extension on the original delivery deadline.

5. Right of Withdrawal

Pursuant to Book VI of the Belgian Code of Economic Law (Market Practices & Consumer Protection), the private Customer (in their capacity as consumer) generally enjoys a right of withdrawal in contracts. However, the provision of Services constitutes an exception to this right of withdrawal (Article VI.53, 13° WER), and thus the private Customer cannot rely on it. Moreover, by placing an order, the private Customer expressly agrees to the commencement of the Services and acknowledges thereby that they no longer enjoy such right of withdrawal.

Professional Customers shall under no circumstances enjoy any right of withdrawal.

6. Cancellation of the Order before Delivery

In the event of unilateral cancellation of the order by the Customer before execution and delivery of the products and Services, the Customer shall owe a fixed compensation of 25% of the value of the total order, without prejudice to higher proven damages. This compensation is due by operation of law and without notice, pursuant to Article 1794 of the Belgian Civil Code.

Ordered Goods that deviate from the standard colour (the standard colour for bicycles is grey) and/or that have been provided with logos or images at the Customer’s request, shall be payable in full.

7. Additional Work

The assignment to perform additional work must always be given by the Customer. Additional work shall also include any extra tasks not foreseen in the quotation but which prove essential for proper installation and completion of the Goods and Services. VELIX shall inform the Customer accordingly. A lack of objection from the Customer during performance of such additional work shall be deemed acceptance thereof. The additional work shall be charged either in interim invoices or in the final invoice.

8. Delivery Deadlines, Installation and Completion

The delivery and installation deadlines are provided for information purposes only and are indicative, not binding. Should the effective date of delivery and/or installation of the Goods and Services be postponed, the Customer may not claim damages or exercise any recourse against VELIX. Delay in delivery or installation shall likewise not give rise to termination or dissolution of the agreement.

Installation of the Goods shall be carried out by VELIX or by a VELIX-approved installation partner, unless expressly agreed otherwise. The Customer must ensure that the installation site is easily accessible and that persons are present during installation who can provide all necessary or useful information to enable VELIX to install the Goods. Furthermore, the Customer must prepare and make available the installation site together with the necessary accessories no later than the scheduled delivery date, in accordance with professional standards, safety regulations and VELIX’s installation instructions.

Specifically, the Customer shall ensure that the installation site has a completely flat floor or hardened, stable surface. At least one 230V electrical outlet must be available per 10 charging stations (dockings). The Customer is responsible for obtaining all applicable permits and shall bear the related costs. In the event of non-compliance with these obligations, VELIX or its installation partner may refuse installation, and all incurred costs shall be borne by the Customer.

Once a specific installation has been completed and the commissioning of the Goods and Services has taken place, VELIX shall notify the Customer and invite them to proceed with formal acceptance. Minor defects valued at less than 10% of the quotation price shall in no case justify refusal of acceptance. If the Customer fails to participate in the acceptance within 8 days after being invited, the delivered Goods, Services and works shall be deemed accepted. Acceptance implies the Customer’s approval of the works and excludes any recourse for visible defects.

After acceptance, VELIX is entitled to invoice the full remaining balance of the agreed price, including installation and training costs, as well as any additional works, in accordance with the agreed payment terms.

9. Force Majeure / Hardship

VELIX cannot be held liable for failure to perform any of its obligations if this is due to force majeure or hardship.

Typical events considered as force majeure or hardship include all circumstances which, at the time of contract conclusion, were reasonably unforeseeable and unavoidable, and which prevent VELIX from performing the agreement, or render its execution financially or otherwise more difficult than would normally be the case. These include, without limitation: war, natural disasters, pandemics, fire, seizures, delays at or bankruptcy of third parties engaged by VELIX, staff shortages, strikes, organisational difficulties, threats or acts of terrorism, as well as hacking of VELIX’s or the Customer’s computer systems, Hardware and Software.

Such situations entitle VELIX to review and/or suspend the agreement by simple written notification to the Customer, without liability to pay any compensation. If the situation of force majeure and/or hardship persists for more than two months, VELIX is entitled to terminate the agreement.

VELIX cannot be held liable for interruption of the Services due to decisions of governmental authorities, directly or indirectly, nor for failures in communication networks not owned by VELIX but necessary for providing the Services, nor for the reliability of telecommunications means used by the Customer, User or End User (computer, mobile phone, etc.).

VELIX shall also not be liable for non-performance or malfunction of the delivered Goods and Services resulting from lack of maintenance or cleaning of Hardware (e.g. dirt or dust on electrical contacts) or from weather conditions (extreme cold, cloudbursts, etc.).

10. Invoicing

Invoicing shall take place in accordance with the arrangements made with the Customer at the time of placing the order. Periodic invoices shall commence from the commissioning of the relevant Goods and Services, unless otherwise agreed, and shall be issued monthly or annually.

By ordering the Goods and Services, the Customer expressly agrees to the use of electronic invoicing by VELIX, unless otherwise agreed in writing. Invoices shall principally be issued electronically and sent to the email address provided by the Customer when placing the order. The Customer must notify VELIX in due time of any changes in this regard.

Unless otherwise stipulated in writing, the following conditions apply:

Invoices are payable to VELIX;
Invoices are payable within 30 days of the invoice date, unless otherwise stated;
Complaints may under no circumstances justify non-payment or delay of payment owed by the Customer;
For each invoice not paid in full or in part by the due date, the Customer shall—by operation of law and without prior notice—owe default interest of 1% per month of arrears. Any part of a month shall be counted as a full month. The amount due shall additionally be increased by all collection costs incurred by VELIX in recovering the debt, plus 20% of the invoice amount, with a minimum of €150 (excl. VAT), as liquidated damages, without prejudice to VELIX’s right to claim higher compensation.

Moreover, VELIX reserves the right to temporarily suspend access to the Services until actual payment has been received.

11. Payment

The Customer shall principally pay by bank transfer or online payment. For processing online transactions, VELIX uses external professional and specialised partners operating a payment platform. The Customer’s financial data entered during online payment is exchanged only between the external partner and the relevant financial institutions. VELIX has no access to the Customer’s confidential financial data. Online payments are made using secure protocols.

All online payments are subject to the terms and conditions of the external payment platform operator, who is solely responsible for proper execution of all online payments.

Unconditional payment of part of an invoice amount shall constitute explicit acceptance of the entire invoice.

In the event of termination of cooperation by the Customer, all sums already paid to VELIX shall remain definitively acquired by VELIX and shall not be subject to refund.

12. Protest of Invoices

Any protest must be made in writing by registered letter to VELIX’s registered office. Protests concerning the preparation or content of the invoice are valid only if made within 8 days from the invoice date.

Each protest must specify the invoice(s) concerned, be fully reasoned and precisely described, and the Customer shall quantify the extent of the protest in monetary terms.

In case of protest, the undisputed part of the invoice remains payable on the due date, and interest and damages as provided in Article 10 of these Terms and Conditions shall remain due.

13. General Provisions relating to Purchase and Lease

VELIX standardly offers its professional Customers the option to either purchase or lease the Hardware and Vehicles it provides. The choice lies entirely with the Customer and must be unambiguously communicated to VELIX. The leasing option is provided either directly by VELIX or by one of its leasing partners. Software, Mobile Apps and SLA are not included unless expressly agreed otherwise.

a. Hardware and Vehicles

Purchase by the Customer:

If the Customer proceeds with purchase, ownership of the Hardware and components passes to the Customer after full payment of the purchase price. A standard 1-year warranty applies as defined in Article 14. Before delivery or execution, an advance payment of at least 65% of the total Hardware amount stated in the quotation must be paid.

Lease by the Customer:

If the Customer chooses the lease formula with periodic payments, the additional terms of the VELIX Lease or Renting Agreement (or that of the relevant leasing partner) shall apply.

b. Software and Services

All Software and Services are, as a rule, invoiced by VELIX at the start of each contract year as a prepayment for 12 months, except for the first year.

A contract year starts on the date VELIX notifies the Customer that installation has been completed and commissioning of the Goods and Services has taken place, and ends on the same date the following year.

In the first year, after signing the contract, an advance payment of 50% of the invoice amount shall be charged before delivery of the software/services. After delivery, the remaining amount will be invoiced.

If the Customer has purchased the Hardware and Vehicles, invoicing of Software and Services is automatically renewed unless terminated by the Customer by registered letter to VELIX at least two months before the expiry date of the current contract year.

If the Customer has leased the Hardware and Vehicles with periodic payments, the agreements relating to Software and Services may, in principle, only be terminated at the end of the current contract year. If such agreements are terminated before then, amounts already paid to VELIX for the current year shall not be refundable.

VELIX points out that once Software and Services are terminated, the Hardware and Vehicles will cease to function, and all obligations of VELIX and the insurer under the SLA lapse. The Customer assumes full responsibility and liability in this regard.

14. Warranty

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

The Goods shall be covered by this warranty if:

defects make use of the Goods for their intended purpose impossible;
the Goods were installed by VELIX or one of its installation partners;
the Goods were used normally and solely for their intended purpose;
the defects were reported to VELIX within the period and in accordance with the procedures set out in Article 16.

If the defects are attributable to VELIX, it shall repair or replace the Goods at no additional cost. Defects shall not entitle the Customer to terminate or dissolve the agreement, nor to claim damages from VELIX.

15. Theft / Loss / Damage of Goods

VELIX cannot be held liable by the Customer for direct damage or loss unless it is a direct result of gross contractual breach by VELIX or damage resulting from vandalism.

The Customer may likewise not exercise recourse or terminate the agreement due to theft, loss or damage of Goods necessary for the provision of Services under this contract, regardless of the cause (including collision, loss, vandalism, misuse, etc.).

For the same reason, VELIX cannot be held liable for indirect damage suffered by the Customer due to theft of Vehicles, particularly economic damage of any kind. If a Vehicle is stolen, the Customer must inform VELIX of the location where the theft occurred. If the theft is attributable to the Customer’s negligence and no insurance intervenes to cover the damage suffered by VELIX, the Customer shall be required to compensate such damage.

16. Complaints

Complaints concerning visible defects or damage to delivered Goods and processed or to-be-processed materials, as well as concerning the quality of the delivered Services, must be reported in writing (by registered mail or by email with read receipt) no later than 8 days after delivery or installation.

Complaints concerning hidden defects must be reported in writing no later than 8 days after discovery and in any case no later than 12 months after delivery of the Goods or Services.

The Customer must always provide a written and fully detailed description of the defects and any damage. Any right of recourse lapses if alterations or repairs are made by the Customer or third parties. The Customer shall compensate costs incurred in connection with unfounded complaints.

17. Termination

Termination by the Customer

At any time and for any reason, the Customer may terminate the agreement, provided the termination complies with the method described in Article 13 concerning termination of Software and other Services and/or the terms of the Lease Agreement between the Customer and VELIX, if applicable.

Termination by VELIX

Without prejudice to any right or recourse VELIX may have against the Customer, VELIX may terminate the agreement at any time and without judicial intervention, in particular where exceptional circumstances occur that render performance of the agreement impossible or that preclude further professional cooperation between VELIX and the Customer.

The Customer agrees that the following shall be considered exceptional circumstances:

If VELIX determines, or has clear reason to believe, that:
- Customer data is incorrect, misleading, inaccurate, or outdated;
- the Customer uses the Goods and Services for unauthorised, illegal and/or inappropriate purposes;
- the agreement with the Customer is based on incorrect or false information from the Customer; or
- the Customer ordered the Goods and Services for reasons that cannot be considered objectively reasonable or acceptable.
If the Customer ceases payments, files for bankruptcy, is declared bankrupt, is dissolved, enters liquidation, or undergoes a similar arrangement.
If the Customer commits an act of dishonesty, disloyalty, or fraud towards VELIX, its business or its Goods and/or Services.

(This list is non-exhaustive.)

In such cases, termination by VELIX communicated by email shall automatically terminate the agreement without notice period or termination compensation, and without prejudice to VELIX’s right to claim damages from the Customer.

VELIX shall have the right to invoice all services performed up to that point and demand immediate payment thereof. If the Customer leases Goods via VELIX or one of its leasing partners, such Goods shall be immediately collected by VELIX or the leasing partner at the Customer’s expense upon termination.

18. Processing of (Personal) Data, Information and Files

All data entered by the Customer in the context of using VELIX’s Services shall be treated confidentially to the best of VELIX’s ability and with due care. VELIX limits itself to analysing Customer usage behaviour with the aim of improving its Services.

A list of employees with access to the entered data can be requested by the Customer by email at any time. VELIX acts solely as processor of the data entered by the Customer, while the Customer remains the ultimate controller and responsible party for this data and its content.

VELIX cannot be held liable for loss or misuse of data entered by the Customer, except when such is exclusively attributable to its fault. The data processing agreement between the Customer and VELIX forms an integral part of the contract. Its provisions govern the rights and obligations of the parties under the General Data Protection Regulation (EU Regulation 2016/679) and remain fully applicable to all commercial relations between VELIX and the Customer.

All information exchanged between VELIX and the Customer prior to cooperation shall be treated as strictly confidential by the receiving party. The same applies to all information exchanged during cooperation.

If the agreement is terminated for any reason, and data entered by the Customer cannot be deleted, VELIX shall retain such data, treat it with due confidentiality and not disclose it. VELIX may, however, erase such data after a period of time at its discretion, in line with applicable data protection laws.

VELIX acts in compliance with applicable legislation regarding the processing of personal data.

19. Testimonials

After delivery of all Goods and Services under a Customer’s order, a short case report of the use case and/or the Goods and Services supplied to that Customer may be used by VELIX for illustration and marketing purposes.

The published report may contain the company name, brand name, brand image, logos, brand photography, non-confidential information of the Customer, as well as quotes, names and images of the Customer’s employees and other collaborators, in addition to other project-related data.

This report shall only be published after written approval by the Customer. The Customer shall review the final content for factual accuracy and remove any confidential information. The Customer shall provide its comments in writing to VELIX within ten (10) days after receipt of the report. If VELIX does not receive such comments within that period, the report shall be deemed approved by the Customer.

By approving the report, the Customer further declares that it has obtained the consent of its employees and/or other collaborators allowing the Customer to grant VELIX the rights described in this article, if applicable. The Customer shall comply with obligations arising from data protection law and other applicable regulations.

VELIX acquires all copyrights to 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 material, or in any other customary form. The Customer may also use the report for its own promotional activities. If VELIX and the Customer agree to produce multiple reports, the conditions of this article apply to all such reports unless otherwise agreed in writing.

The Customer may withdraw consent for the use of the report by VELIX at any time with immediate effect by written notice (by registered letter or by email with read receipt). In such case, VELIX shall remove all active forms of publication of the report within ten (10) days of withdrawal, insofar as reasonably possible.

20. Special Terms relating to Connectivity

For the proper functioning of VELIX solutions, a stable and sufficiently strong 4G or 5G connection between the Hardware and the Software is required. If installation must take place at a location with unstable or insufficient 4G/5G coverage (e.g. underground installation), the Customer must, at its own expense, make the necessary arrangements to guarantee proper connectivity.

Interruptions of the Services or Mobile Apps due to poor 4G/5G connectivity or due to outages at the telecom operator shall never fall under the responsibility of VELIX, and cannot constitute grounds for termination of the agreement or claims for damages against VELIX.

The Customer is responsible for ensuring optimal connectivity and for resolving connectivity issues with the utmost urgency.

21. Special Terms relating to the Software and Mobile Apps

VELIX grants the Customer a non-exclusive and non-transferable right to use the Software and Mobile Apps. The Customer pays an annual licence fee for this right of use and shall never acquire ownership of the Software, Mobile Apps and/or Documentation.

The Customer is not permitted to transfer, pledge, sub-license or rent out this right of use to third parties without VELIX’s express consent. The Customer is prohibited from copying, reproducing, translating, adapting, analysing, decompiling (reverse engineering), imitating, modifying, reconstructing, reproducing or processing the Software, Mobile Apps and/or related Documentation, in whole or in part, in any way whatsoever.

Use of and access to the Software requires that the Customer has an internet connection and uses a modern web browser (such as the latest version of Google Chrome). If the Customer uses an outdated browser, some features may not be available or may not function optimally. Keeping the browser and internet connection up to date is the Customer’s sole responsibility.

Use of and access to the Mobile Apps by the Customer, its Users and/or End Users requires an internet connection and a modern smartphone. If the Customer or its End Users use outdated smartphones, some features may not be available or may not function optimally. The Mobile Apps are freely available in the Apple App Store and Google Play Store.

In the event of problems with availability of the Software or Mobile Apps, VELIX undertakes to use its best efforts to resolve the issue as quickly as reasonably possible, without, however, providing any guarantee or result obligation. Where appropriate, VELIX shall determine what may constitute an appropriate solution or compensation for its Customers.

The unique and personal passwords granting access to the Software to the Customer, its Administrator and its Users must remain strictly confidential and may never be shared with third parties. In case of loss or theft of such access codes or passwords, the Customer must immediately notify VELIX with confirmation of receipt. This obligation is essential for VELIX to guarantee the quality of its Services and to protect them against misuse or damage by third parties.

VELIX endeavours to maintain the quality of its Services (Software and Mobile Apps) through maintenance activities and regular updates. VELIX shall minimise the impact of such activities on availability but cannot exclude downtime. In any case, VELIX shall use its best efforts to inform the Customer in good time, unless impossible. Downtime due to maintenance shall not entitle the Customer to compensation or damages.

Unless expressly stated otherwise in these terms, and to the extent permitted by law, the Software, Documentation and all other products or Services provided by VELIX are supplied on an “as is” basis. VELIX disclaims all other—explicit or implied—promises, conditions, representations and warranties, including but not limited to implied warranties of fitness for a particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.

Without limiting the generality of the foregoing, VELIX does not guarantee:

that performance of the Software and Mobile Apps will be uninterrupted or error-free, or that all errors and/or bugs will be remedied within a reasonable timeframe;
that the Software and Mobile Apps will always be available, virus-free, timely and complete; or
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 Mobile Apps by the Customer, its Administrator, Users and End Users is entirely at their own responsibility and risk. VELIX shall not be liable for any direct or indirect damage resulting from such use. The Customer, Administrator, Users and End Users shall be solely responsible for any consequential damage to their computers, wireless devices and/or other equipment caused by the Software and Mobile Apps.

VELIX shall likewise not be liable for:

indirect and/or consequential damages (including, without limitation, loss of income, goodwill, or damage to the Customer’s property caused by the Software, App and Services), even if VELIX was specifically informed of such potential loss;
defects directly or indirectly caused by acts of the Customer or a third party, whether inadvertent or due to fault or negligence;
damage caused by use of the Software, App or Services for purposes other than those for which they were developed or intended by VELIX;
additional damage caused by continued use of the Software or App by the Customer, Administrator, Users or End Users after a defect has been identified;
loss or misuse of Customer data, unless solely due to gross negligence by VELIX;
damage resulting from failure to comply with any advice and/or guidelines provided by VELIX;
damage caused by force majeure or hardship (see Article 9).

The Customer further accepts that VELIX does not warrant that the Software, App and Services comply with regulations or requirements applicable under any jurisdiction other than Belgium at the time of contract conclusion. VELIX shall not be liable for any subsequent changes in legislation, regulations or rules of any kind.

The Customer undertakes not to provide (confidential) information (e.g. Excel sheets with data) nor any login credentials to any VELIX representative for any reason. Should the Customer nevertheless provide such information, they acknowledge acting entirely at their own risk and that VELIX assumes no responsibility. In such case, VELIX cannot guarantee the same level of security and confidentiality as it does for Customer and End User data.

The Customer acknowledges that only the Customer, and not any third party (including the data subject), may hold VELIX liable. The Customer shall indemnify VELIX and/or any Indemnified Party for all claims arising from the existence, execution, non-compliance and/or termination of these Terms and Conditions caused by its own negligence, fault or carelessness, or that of its Administrator and/or Users.

22. Special Terms relating to Goods and Hardware

The delivered Goods must only be used for their intended purpose; any other use, whether legal or illegal, shall be at the Customer’s own initiative and full responsibility. The delivered Goods must also be used in accordance with the technical instructions and manuals provided.

Installation of the Hardware and its assembly in or on Vehicles by VELIX or by a VELIX-approved installer may not be altered. The Customer may not, directly or indirectly, attempt to access or modify the internal components of the delivered Hardware. Nor may the Customer attempt to repair the Hardware or Vehicles without prior consultation with and approval from VELIX.

The Customer acknowledges that compliance with the above obligations is required for proper operation of the delivered Vehicles, Hardware and built-in equipment. Failure to do so may result in malfunction of the Hardware and interruption of data transfer between Hardware and Software necessary for provision of the Services. Any breach of these obligations releases VELIX from all liability.

VELIX is not responsible for any fines, claims or actions relating to non-compliance with traffic regulations or other legal obligations (e.g. not holding a valid driving licence) incurred by Users during use of the Goods and Hardware.

Finally, it is the Customer’s responsibility to inform its Administrators and Users of the provisions of these Special Terms (and the remainder of the Terms and Conditions) and to ensure their compliance.

22. Special Terms relating to Resellers

A “Reseller” is defined as:

A Customer who acquires Goods and Services from VELIX with the prior agreed intention of reselling these Goods and Services to its own Customers at the pre-agreed market price.

In the event of the Reseller’s bankruptcy, default in payment of VELIX’s invoices, or failure to comply with the obligations and agreements made with VELIX (including contractual and other written agreements), VELIX reserves the right to directly approach the Reseller’s Customers with a view to taking over the contract and supplying the agreed Goods and Services directly to them.

23. Support – Helpdesk

Should the Customer require assistance or have questions regarding the Goods and Services, they may contact VELIX’s Helpdesk. The Helpdesk is accessible only to the persons specifically designated by the Customer. It is never accessible to employees, end users and/or consumers of the Customer, and no support shall be provided to such persons.

The terms of availability of the Helpdesk shall always be set out in the SLA.

24. Intellectual Property Rights

VELIX holds the necessary licences or other intellectual property rights for the provision of its Goods and Services. VELIX retains all copyrights, trademark rights and all rights granted to it in respect of its service descriptions, programs, concepts, quotations, advertising, texts, designs, drawings, models, photographs and Services.

The Customer is prohibited from copying or using the above without VELIX’s prior written consent, except for the purposes for which they were intended.

25. Independence of Provisions

The nullity of one or more clauses of the agreement shall not result in the nullity of the remainder of the agreement. The Parties undertake to replace the void clause(s) with a valid clause or clauses which shall reflect the original intent of the Parties and the spirit of the agreement, or at least approximate it as closely as possible.

26. Jurisdiction – Applicable Law

All commercial transactions shall be governed exclusively by Belgian law. Any legal proceedings relating to the agreements and invoices fall under the exclusive jurisdiction of the Courts of the judicial district of Leuven.

The Customer acknowledges and agrees that VELIX’s records—including, inter alia, all agreements, contractual documents and correspondence—may be stored electronically. Consequently, VELIX shall have the right, regardless of the nature or value of the matter and against any party, to provide proof of any fact, act or obligation relating to this agreement by means of a copy of the electronically stored original.

The Customer accepts that such copies have the same evidential value as an original private deed in accordance with the provisions of the Belgian Civil Code and expressly waives the right to demand production of original documents.

Terms of Service

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