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1.1. This document contains the general terms and conditions applicable to every relationship between settled BV, with its registered office at 2800 Mechelen, Schaliënhoefdreef 20T, with enterprise number 1019948466, reachable via email at hello@settledlocations.be (hereinafter: “settled”) and a Client regarding the use of the Products and Services offered by settled. These terms and conditions are therefore applicable to all offers made by settled regarding a Product or Service, as well as to the Agreements concluded by settled with a specific Client.
1.2. The terms in this document, together with the Specific Conditions, form the entire Agreement with a Client regarding a specific Product or Service.
1.3. The application of any purchase conditions, general terms and conditions and/or other conditions of the Client is hereby expressly rejected, unless the application of a specific condition in the Specific Conditions is expressly accepted by settled.
In this document, the terms listed below have the meaning set out in this article.
• Subscription Plan: the specific packages offered by settled that determine the extent to which a Client can use a Product.
• Agreement: the entirety of mutual commitments between settled and a Client consisting of (a) these general terms and conditions and (b) the Specific Conditions.
• Applicable Data Protection Legislation: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (‘General Data Protection Regulation’ or ‘GDPR’), (b) the Belgian law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, (c) any other applicable data protection and privacy laws and regulations applicable to the processing of personal data within the framework of the Agreement and (d) any changes or replacements of the aforementioned regulations.
• Article: a provision of these general terms and conditions.
• Availability: the ratio, expressed as a percentage, of the duration of time during a period, excluding time reserved for maintenance and updates, during which a Product will be accessible in accordance with the Specifications, set against the total duration of time during that same period.
• Contract Term: the duration of an Agreement and the Specific Conditions.
• General Terms and Conditions: the general contractual conditions regarding the use of a cloud platform offered by settled as set out in this document, including any changes thereto that may come into effect from time to time.
• Services: the services offered by settled, including Support, relating to (the use of) a Product, whereby Parties expressly acknowledge that these Services do not concern decisive assistance, on behalf of third parties and with a view to the conclusion of an agreement of sale, purchase, exchange, lease or transfer of immovable property, immovable rights.
• Error: the, except in cases of force majeure, complete or partial non-compliance of a Product with the Specifications, insofar as demonstrable and documented.
• User: anyone who logs into a Product, anyone who actually uses a Product or processes data therein, whether or not within the framework of an agreement concluded between User and settled.
• Intellectual Property Rights: all intellectual rights, including but not limited to patents, drawings, models, copyrights, software and database rights, trademarks, know-how, domain names and trade names. Parties hereby agree that for the execution and/or interpretation of their Agreement or any right, commitment or obligation thereunder, creations, signs, methods or objects that meet the material requirements to be considered an intellectual property right, but do not meet any administrative requirements of (renewal of) application, registration, filing and the like, shall also be considered Intellectual Property Rights.
• Effective Date: the date on which an Agreement comes into effect as defined in Article 3.3.
• Seeker: a legal entity seeking a Location via the Platform for the creation of digital content within the framework of its professional activities.
• Provider: a natural person or legal entity declaring to be the owner of immovable property and/or immovable estate and offering this/these as a Location on the Platform.
• Client: a natural person or legal entity who has entered into an Agreement with settled for the use of the Platform and which includes: Seeker and Provider.
• Client Domain: a separate area on the platform through which the Product is offered by settled where the data entered by a Client is stored and which area is not accessible to other Clients.
• Support: the provision of information and advice on the use of a Product as offered by settled based on various modules or packages that the Client can opt for.
• Force Majeure: an event that is reasonably unforeseen by the affected party, falls outside its reasonable control, and makes the performance of an obligation or commitment under the Agreement impossible or unreasonably difficult, including but not limited to: cyberattacks such as hacking, ransomware, malware, Trojans, spyware, DoS attack or DDoS attack, SQL injection, power outages of data centers or cloud providers, internet infrastructure failure, government blockade of the platform, earthquakes, floods, fires, epidemics, pandemics, riots, strikes, terrorist acts, absence or delay in transport or communication. It is clear that this contractual definition of force majeure also includes situations of hardship or unforeseen circumstances.
• Parties/Party: settled and the Client jointly (in plural) or separately (in singular).
• Personal Data: the data as defined in Article 4, paragraph 1 of the GDPR.
• Platform: the digital environment that settled uses to host and offer the relevant Product and which is accessible, among others, via the Website. Through the Product and Platform, a Seeker can search for a Location offered by the Provider under the conditions stipulated in a separate agreement of use or provision to be concluded exclusively between the Provider and Seeker, and which agreement in no case qualifies as an agreement of sale, purchase, exchange, lease or transfer of immovable property, immovable rights or business assets.
• Product: any standardized cloud application that settled offers for use by Clients under the terms of the current document and Specific Conditions included in the Subscription Plan chosen by the Client.
• Specifications: the Availability, functionalities, (user) requirements, and operation of the Product as further clarified in the Specific Conditions and which can be found in the Subscription Plan chosen by the Client.
• Location: the immovable property, immovable estate made available by the Provider on the Platform to Seeker.
• Specific Conditions: the specific provisions that (i) specify the concrete Product that is the subject of an Agreement, (ii) regulate the extent to which use of the Product is permitted, expressed in the applicable Subscription Plan governing the functionalities and scope of use and the number of Users, (iii) the price corresponding to the use of the Product described in point (i) above to the extent described in point (ii), (iv) any further specific agreements between Parties agreed upon at the time of conclusion of the Agreement or at any later time in accordance with the provisions of the Agreement, relating to (i), (ii) and/or (iii), possibly deviating from or supplementing these General Terms and Conditions.
• Website: the website of settled accessible via www.settledlocations.be _______.
• Support Team Working Hours: Monday to Friday, from 08:00 to 17:00 CET, excluding Saturdays and Sundays, with the exception of Belgian public holidays, on which working hours also do not apply. Via hello@settled.be
3.1. Offers or price quotations regarding a Product, published or communicated by settled are non-binding and revocable by settled and are to be regarded merely as an invitation to purchase a specific Product.
3.2. The offers or price quotations drawn up by settled are valid – unless expressly agreed otherwise – for thirty (30) days. settled is nevertheless entitled not to accept a (potential) Client and/or not to accept order(s) placed by a Client.
3.3. An Agreement is only concluded and only comes into effect if settled has confirmed an order from a (potential) Client by means of the designated pages or fields of the Platform or otherwise in writing and, cumulatively, the Client has made the required first payment according to the Specific Conditions.
3.4. The Client acknowledges upon entering into an Agreement that the nature of the Agreement, namely the granting of a right of access to the Client to a centrally hosted Product that is simultaneously accessible to various Clients, implies that the Product may be subject to updates, upgrades or other changes that may alter (the use of) the relevant Product and therefore cannot demand that settled delivers an absolute and unchanged Product throughout the entire contract period.
3.5. settled has the right to amend these General Terms and Conditions without prior consultation with the Clients. settled will, however, inform Clients of the planned changes at least two (2) months prior to implementation. Within the timeframe of the first (1st) month after notification of the amended General Terms and Conditions, the Client has the right to notify settled, either by means of the designated pages or fields of the Platform or otherwise in writing, of its decision to terminate the Agreement. In such a case, neither Party shall be liable to the other for payment of any compensation or other amounts. If the Client does not submit a termination decision within one month of receiving the notification of the changes, the Client shall be deemed to have agreed to the changes.
4.1. All prices published, offered or communicated by settled are exclusive of VAT and exclusive of any other taxes, levies or duties. VAT or other taxes, levies or duties may be added by settled to the offered or communicated prices. All existing or future taxes of any kind whatsoever relating to the use of a Product and/or related Services are for the account of the Client.
4.2. Prices cannot be changed during the Contract Term, except in case of mutual consent between the Parties, which agreement can be inferred from the absence of protest by the Client.
4.3. Unless expressly agreed otherwise in writing, all prices for the use of a Product and the included related Services are invoiced annually or monthly as determined in the Specific Conditions, before the start of the Contract Term, when they are immediately due and payable. In agreement between Parties, the amount due may be payable monthly, each time before the start of the month concerned. settled may always request that automatic collection be used via credit card or SEPA direct debit.
4.4. Additional requests, such as additional functionalities, Services, modules, licenses or server capacity, which do not fall within the scope of the Agreement, can be made by the Client based on the availability of this possibility via the Platform. Licenses added to the Agreement during the Contract Term will be charged pro rata and are payable in the same manner as stipulated under Article 4.3.
4.5. If any amount is not paid by the due date, including – if applicable – the circumstance that an automatic direct debit cannot be executed for a reason not attributable to settled, settled reserves the right to refuse access to the relevant Product without prior notice until full payment has been made.
4.6. In case of late payment, settled is entitled to a default interest of 10% per annum and to an additional extrajudicial collection fee of 10% of the amount owed by the Client without prior notice of default. If the Client – after written notice of default – still has not fulfilled its payment obligations, settled is entitled to suspend the further execution of the Services and access to the Product in whole or in part until the Client has fully fulfilled its payment obligations.
5.1. Upon full payment of the applicable fee according to the Specific Conditions, settled grants the Client a non-transferable, non-exclusive and non-sublicensable right to use the Product concerned, as stated in the Agreement. Under the terms of this license, all use shall be exclusively online and accessible with a personal account on the Platform, solely for the Client's internal use and in accordance with the intended use of the relevant Product as described in Article 6.
5.2. The Client acknowledges that the Product is continuously improved and modified by settled in accordance with the provisions of Articles 3.4 and 8.2. The Client only has access – as well as a right of use – to the latest version of the Product. Each new version or update of the Product replaces the original or previous version, while the updated version is subject to all rights and obligations stipulated in the Agreement without this replacement implying any form of renewal of the then-current Agreement. During updates, the Product may be temporarily unavailable to the Client.
5.3. Client acknowledges that settled reserves the right to develop future features and functionalities the use of which by the Client may entail additional payment. settled will inform the Client thereof in good time in any case.
6.1. The Client shall not use the Product in violation of the provisions of this Agreement.
6.2. The Client shall in no way, and guarantees that no User who is part of its organization, has obtained login details from or via the Client or uses the Client's infrastructure:
6.2.1. process content (i) that is in any way fraudulent, unlawful, cruel, defamatory, illegal, threatening or harmful, discriminatory, contrary to public order and/or morality or that is in any way (morally) objectionable, (ii) that may not be processed on the basis of legal provisions or on the basis of contractual or fiduciary relationships, (iii) that violates the rights of a third party, including, but not limited to intellectual property rights and the right to trade secrets;
6.2.2. use or deploy means, software or routines that could impair the Product (such as e.g. hacking, reverse engineering, third parties, access, security or proper functioning of the Product or that could disproportionately burden the Platform such as, among others, the manipulation of search algorithms;
6.2.3. use the Product for illegal purposes or for conduct that is otherwise objectionable, nor in any way that is unlawful, misleading or harmful to settled, the Product and/or third parties;
6.2.4. grant access to the Product to persons who are not legitimate Users.
6.3. During the use of the Product, the Client shall, and the Client guarantees that no User who is part of its organization, has obtained login details from or via the Client or uses the Client's infrastructure:
6.3.1. exercise the necessary caution when using the Product and accessing the Platform;
6.3.2. exercise the necessary attention and care with regard to potentially harmful and unlawful data. The Client shall, without prejudice to the possibility for settled to directly address a User on the basis of extra-contractual law, at all times be contractually responsible for the content and accuracy of the data entered by a User who is part of the Client's organization, has obtained login details from or via the Client or uses the Client's infrastructure, even if the data originates from third parties. The Client indemnifies, without prejudice to the possibility of settled to directly address the User on the basis of extra-contractual law, settled against all claims from third parties based on the entry of harmful and/or unlawful (e.g. fraudulent) data on the Platform;
6.3.3. limit use to the intended purposes specified in the Agreement;
6.3.4. refrain from actions that extend beyond the Client Domain;
6.3.5. keep the usernames and passwords assigned to the User or created by the User for access to the Product or the Platform confidential at all times. settled cannot be held liable for misuse or loss of usernames and passwords by a User.
6.4. settled reserves the right to check the content of the documents and data files for irregularities by means of random samples and will immediately remove unlawful files or descriptions from the Platform.
6.5. The Client shall implement and maintain the necessary policies whereby its Users who notice or suspect misuse of account data, unauthorized access or use, can immediately change their passwords and notify settled thereof.
6.6. the Client undertakes not to use bots, scrapers or other automated means to access or collect data or other content from the Platform.
6.7. In case of violation or suspected violation of the provisions of Article 6, settled is entitled to temporarily or permanently block the registration of one or more Users and/or access to the Platform and/or suspend the licenses granted to the Client without the Client being entitled to any refund or compensation.
6.8. When a Provider receives a booking request from a Seeker on the settled Platform and the Provider accepts this, the Provider acknowledges that an agreement of use or provision is concluded directly between the Provider and the Seeker, to which settled is not a party.
6.9. To the extent that settled provides a template for an agreement of use or provision, this serves only as a non-binding starting point for the conclusion of the separate contractual relationship between Provider and Seeker in accordance with Article 6.8. In no case can the provisions in the template be invoked against settled, nor can settled be held responsible in any way for the content and/or wording of the template. Seeker and Provider are and remain responsible for the final contract that will be concluded between them.
6.10. Provider is fully responsible for establishing the concrete rights and obligations between him/her and the Seeker and for complying with applicable legislation in the execution of the agreement of use or provision that he/she has separately concluded with the Seeker.
6.11. Provider acknowledges that he/she offers his/her property (Location) at his/her own risk and that he/she bears the full risk arising from the use of the Platform, the offering of the Location (providing access to and use of) as well as from any interaction with Seeker. In no case can settled bear any responsibility for this.
6.12. Do not use content made available via the Platform unless necessary to enable the use of the Platform as a Provider.
6.13. When a Seeker books a Location on the settled Platform and receives a booking confirmation thereof, the Seeker acknowledges that an agreement of use or provision is concluded directly between the Seeker and the Provider, to which settled is not a party.
6.14. Seeker acknowledges that accessing and using the booked Location may entail risks and agrees that he/she bears the full risk arising from the use of the Platform, the booking of the Location (providing access to and use of) as well as from any interaction with the Provider. In no case can settled bear any responsibility for this.
6.15. Do not use content made available via the Platform unless necessary to enable the use of the Platform as a Seeker.
7.1 The Client acknowledges that for the use of the Product, depending on the chosen Product, he/she will provide suitable hardware, networks, operating systems, data transmission lines with suitable communication applications and environments in accordance with the Specifications. settled is not responsible and/or liable for the functioning or non-functioning of the Client's infrastructure, including the software used by the Client and/or third-party software.
7.2. The Client acknowledges that a Product may depend on third-party applications. The Client acknowledges and accepts that settled has no control over third-party software, services and/or integrations, even when they act as subcontractors for settled, and that these can be suspended or terminated at any time, for any reason whatsoever, without settled being obliged to compensate the Client for damages. However, settled will endeavour to give prior notice as soon as reasonably possible.
7.3. The Client is responsible for timely selecting and obtaining a fast broadband internet connection to be able to use the Products and is solely responsible for the costs of this telecommunication service.
8.1. settled performs its Services, including granting access and the right to use the relevant Product and Platform, on the basis of a best-effort obligation and will provide its Services to the best of its ability.
8.2. settled declares that the Product has been developed in a professional manner. settled will continue to improve the Product.
8.3. settled strives for an Availability of 95% for each calendar year, with the exception of unavailability due to Force Majeure.
8.4. settled will inform the Client simultaneously with the commissioning of a modified version of a Product about the relevant changes if these changes lead to changes in functionality.
8.5. settled does not guarantee that a Product is free of ‘bugs’ or ‘errors’, but will make all reasonable efforts to resolve possible ‘bugs’ or errors in a Product, without any guarantee that all errors will be repaired.
8.6. settled delivers the Product on an ‘as is’ basis. The Client accepts responsibility for the choice of Product options, the use of the Product and the results obtained therewith. settled does not guarantee suitability for a specific use or purpose. settled does not guarantee that the functionality of the Product and Platform meets the Client's performance requirements and expectations, except as defined in the Specific Conditions.
8.7. settled will take all appropriate security, protection and maintenance measures with regard to the Product, the Platform and the data stored on the Platform. settled will take all reasonable measures to prevent data loss and data corruption.
8.8. settled is permitted to apply ‘application throttling’ (limiting or slowing down the functionalities, performance or use of the Product) at its own discretion when the traffic generated by the Client overloads settled's Platform to such an extent that the performance for other Clients and Users is affected or reduced.
8.9. settled will take appropriate measures in case of malfunctions. If the time required to resolve the malfunction is such that the Availability of the Product is jeopardized, settled will endeavour to provide a temporary solution so that the Client, as far as reasonably possible, can use the basic features and functions of the Product. In doing so, settled is entitled to apply alternatives (‘bypasses’) or restrictions to prevent problems. This does not include malfunctions caused solely by improper use by a User, nor work performed by the Client with equipment and/or software that do not meet the Specifications, in which case the consequences are solely for the account and risk of the Client.
9.1. The Client is the sole responsible Party for the content and accuracy of the data it submits or enters on the Platform, even if such data originates from third parties. The Client is also responsible for ensuring that the data is lawful and does not infringe on the rights of third parties. settled is not obliged to check the accuracy, completeness, readability and scan quality of the data and other content. settled accepts no liability for data and/or data files stored, processed and/or exchanged using the Product, nor for the consequences of the use of (incorrect or incomplete) data supplied or entered by the Client. The Client indemnifies settled against claims from third parties relating to processed and/or exchanged documents and/or data files stored by the Client using the Product or Platform and which processed and/or exchanged documents and/or data files are unlawful.
9.2. The Client remains the owner or entitled party of its data stored, edited, processed or otherwise entered into the Product or Platform.
9.3. The Client is solely responsible for adequate compliance with the applicable statutory retention periods regarding the data used or entered.
9.4. settled will make a backup of the Client's data. ________ backups will be made and kept for ____ days in the separate backup space provided by settled's hosting partner.
9.5. After termination of the Agreement, settled will store the data for a period of 14 days, during which period settled can, at the Client's request and for a fee to be agreed upon, make the data available again to transfer or store the data on another storage medium or in another domain. In that case, the Client no longer has the right to use settled's Product or Platform in any other way. After this 14-day period, all data will be permanently deleted.
10.1. With regard to the processing of personal data, each Party generally undertakes to always comply with the applicable obligations under all Applicable Data Protection Legislation.
10.2. With regard to personal data entered by the Client into the Product or Platform or processed by the Client using the Product or Platform, settled acts only as a processor within the meaning of Article 4, paragraph 8 of the GDPR, in which context these General Terms and Conditions also serve as a processor agreement between the Client and settled as referred to in Article 28, paragraph 3 of the GDPR, unless Parties separately conclude or have concluded a processor agreement that qualifies as such. With a view to this capacity as processor, settled shall:
10.2.1. not use (or cause to be used) the personal data made available by the Client in any way other than for the performance of the Agreement as referred to in the current General Terms and Conditions, unless otherwise required by law.
10.2.2. taking into account the state of the art and implementation costs, as well as the degree of probability and severity of infringement risks with regard to the processing of personal data, take appropriate technical and organisational measures to secure and keep secure the personal data processed in and via the Product and Platform.
10.2.3. be entitled to engage third parties or sub-processors for the processing of personal data within the framework of the performance of the Agreement – if and insofar as applicable. settled is responsible for the sub-processors engaged by it and will impose comparable conditions, obligations and responsibilities as those applicable to settled under this processor agreement.
10.2.4. provide assistance in fulfilling the Client's obligations when data subjects exercise their rights with regard to the processing of their personal data (such as the right to access and rectification, the right to be forgotten and data portability). settled is entitled to charge reasonable costs for this assistance.
10.2.5. provide assistance in fulfilling the obligations regarding the notification requirement for data breaches. This means that settled will inform the Client without undue delay of data breaches and will help with the investigation and analysis for a reasonable fee.
10.3. The Client acknowledges that settled outsources the hosting of its Product and Platform to a professional hosting provider. However, the data included in settled's Product and/or Platform is managed on settled's own infrastructure.
10.4. For further modalities regarding the processing of personal data, settled refers to its privacy policy available at settledlocation.be and settledlocations.com.
10.5. The Client indemnifies settled against all third-party claims in connection with the performance of the Agreement between Parties and/or in connection with the personal data processed in the Platform, which are brought against settled due to a violation of the Applicable Data Protection Legislation.
10.6. With regard to any liability of settled for the processing of personal data, the provisions of Article 15 of these General Terms and Conditions also apply.
11.1. All services performed by settled qualify as best-effort obligations. Specific service levels can only apply if these service levels are stated in the Specific Conditions or in an appendix referred to in the Specific Conditions.
11.2. The Client shall provide all information and documents that settled deems necessary for the correct performance of the Services, in a timely manner and in the desired form and manner.
12.1. All Intellectual Property Rights to the Product, the Platform or any other good supplied by settled and the accompanying software, as well as all derivatives, modifications, improvements, updates or versions supplied by settled or its suppliers, as well as all Intellectual Property Rights to any accompanying material, such as drawings, texts, documentation, know-how, and all adaptations and modifications thereof, rest exclusively with settled or its suppliers respectively. No rights are granted to the Client or Users, with the exception of the right to use the Product as set out in Article 5. The Client is prohibited from granting sublicenses or other rights to third parties in connection with the Product and/or the Platform or any other Intellectual Property Right mentioned in this article. None of the provisions implies a full or partial transfer of rights to a User or Client.
12.2. It is not permitted to alter, remove or render unrecognizable any indication of settled's Intellectual Property Rights. Nor is it permitted to use or register trademarks, trade names, designs, models, domain names or equivalent names or signs of settled (anywhere in the world).
12.3. If the Intellectual Property Rights rest with settled's licensors, the licensing policy and license conditions of these third parties must be accepted by the Client in order to use (all functions of) the Product and the associated Services. The Client guarantees that the User will comply with such policies and conditions.
12.4. All possible Intellectual Property Rights relating to the data and metadata that the Client and Users process via the Product and/or Platform remain the property of the Client. settled obtains a personal license to use these rights insofar as necessary for the performance of the Agreement and/or the provision of Services.
13.1. settled acknowledges that the information transferred by the Client in connection with the Agreement as well as the data that the Client and Users use via the Product and/or the Platform may contain confidential information and settled will therefore observe appropriate confidentiality with regard to such information. Confidentiality is not required with regard to: (i) information that is or becomes generally known without disclosure by settled; (ii) information that was already known to settled prior to its disclosure; (iii) or information that was independently developed by settled.
13.2. settled will not disclose any information subject to the confidentiality obligation referred to in Article 13.1, except when it is compelled to disclose it as a result of legal requirements or on the basis of a court order. In such cases, settled will notify the Client in advance, who will provide full assistance upon settled's first request.
13.3. The Client shall not disclose any information relating to settled, the Product and/or the Platform, obtained within the framework of the performance of the Agreement, nor use it for any other purpose than the correct performance of the Agreement and the agreed purposes.
14.1. The Client acknowledges that by offering its Product and Platform, settled merely acts as a provider of a communication medium and that settled does not act as an intermediary in the conclusion of any specific contract between Provider and Seeker.
14.2. The Client acknowledges that settled's Platform in no case qualifies as a medium for concluding agreements of sale, purchase, exchange, lease or transfer of immovable property, immovable rights or business assets. The Client therefore acknowledges that settled's Services fall entirely outside the scope of the Law of 11 February 2013 on the organisation of the real estate agent profession.
14.3. settled has no control whatsoever over the behaviour of its Clients on the Platform or elsewhere. Although settled will make its best efforts to provide Clients with an optimal user experience of the Product and Platform, settled has the right but no obligation to monitor the use of the Platform and to verify information entered by Clients on the Platform.
15.1. The Client accepts full and unconditional liability for actions performed via the Product or on the Platform. The Client is responsible for the confidentiality of its accounts, usernames and passwords, for access to its computer system and for acts and omissions of any party using the Client's account on the Product and/or the Platform.
15.2. The Client indemnifies settled against and in connection with all claims, damages, losses, costs, expenses, obligations, liabilities and legal proceedings, including but not limited to interest and penalties, reasonable attorney fees and costs and all amounts paid for the settlement of a claim, demand or legal proceeding arising out of or resulting from: (i) non-compliance or breach of any obligation stipulated in the Agreement; and (ii) claims of any kind whatsoever by a third party suffering any damage whatsoever directly resulting from the Client's activities relating to a breach of the use of the Product or Platform by the Client.
15.3. Except in cases of intent or gross negligence, settled is only liable for damages as described in the following paragraphs of this clause:
15.3.1. Any liability of settled, expressly including an attributable shortcoming in the performance of the Agreement or an unlawful act by settled, is limited to the amount owed by the Client to settled over the Contract Term of twelve (12) months in which the damage-causing event occurred.
15.3.2. settled is not liable for indirect damage, including lost profit, missed savings, damage as a result of claims from the Client, corruption/damage or loss of data, damage related to the use of materials or third-party software prescribed by the Client to settled, damage related to subcontractors engaged or prescribed by the Client, reputational damage or other indirect damage or consequential damage, regardless of the nature of the action (breach of contract, tort) and regardless of whether settled has been informed of the possibility of such damage occurring.
15.3.3. settled is not liable for damage of any kind whatsoever suffered by the Client in connection with the temporary unavailability, temporary incorrect or temporary incomplete availability of the Product or the Platform.
15.3.4. settled is not liable for links or services from third-party websites available via the Product or the Platform or any other connection or interaction with third-party materials or functionalities.
15.4. The Client indemnifies settled against claims or demands from third parties arising from or related to the Agreement, unless the Client could assert these claims against settled in compliance with the provisions of this article if the Client itself had suffered damage.
15.5. The Client undertakes to assert any claim it has or believes to have, directly or indirectly, arising from the conclusion or performance of any Agreement, exclusively against settled, excluding the possibility of instituting any claim against the shareholders, directors, managers, employees, collaborators, board members, agents, partners, suppliers of settled or companies affiliated with settled, regardless of the legal basis of such claim against a person other than settled, unless the waiver of such claim against such other person would be contrary to any rule of public order or mandatory law.
16.1. The Agreement commences on the Effective Date and is entered into for the fixed or indefinite term as specified in the Specific Conditions.
16.2. An Agreement is not tacitly renewed after the end of the fixed Contract Term. In the event of continuation of the cooperation after the end of the Contract Term, this leads to novation, in which case the General Terms and Conditions existing at that time apply to the new Agreement and the new Agreement is concluded at the prices offered, published or otherwise communicated by settled at that time.
16.3. If a Party becomes aware of an act or omission by the other Party that constitutes a breach of the Agreement, which could directly or indirectly harm a third party, or which could be objectionable in any way, this Party shall notify the other Party as soon as possible and in any case within fourteen (14) days with the aim of rectifying the breach or harm within fourteen (14) days.
16.4. If the other party does not rectify the breach and/or harm within the stipulated period, the notifying party has the right to terminate the Agreement immediately, without prior notice and without judicial intervention.
16.5. In addition to settled's right under this Agreement and applicable law to terminate the Agreement, settled also has the right to suspend, in whole or in part, the provision of Services and the use of the Product and/or the Platform with immediate effect and without any obligation to pay compensation, if:
If settled proceeds to suspend the use of the Product and/or the Platform, this does not affect settled's possibility to proceed to dissolution of the Agreement at a later stage.
Neither party shall be in default or otherwise liable for any delay or failure in performance of the Agreement if such delay or failure is due to an event of Force Majeure.
18.1. The Client is not entitled to transfer the rights and obligations from the Agreement to a third party without settled's prior written consent.
18.2. settled is entitled to make use of the services of third parties within the framework of the performance of the Agreement, in which case settled will conclude an agreement with that third party reflecting the provisions of this Agreement with the Client. This does not affect settled's responsibility and liability for the fulfillment of its obligations under the Agreement.
19.1. If one or more provisions of these General Terms and Conditions or, more generally, of the Agreement are declared null and void or unenforceable, the Parties shall replace such provision(s) with a valid and enforceable provision that, as far as possible, will achieve the economic, commercial or other intended purpose of the aforementioned null and void or unenforceable provision. The remaining provisions shall remain in full force and effect.
19.2. The mere fact that a party does not insist on strict compliance with or enforce a provision of these General Terms and Conditions or, more generally, of the Agreement, cannot be interpreted as a waiver of that party's rights unless confirmed in writing.
19.3. The rights and remedies granted to the Parties under the Agreement are cumulative and in no way limit other rights or remedies granted to the Parties by law, except in the event that such legally granted rights would be contrary to a provision in these General Terms and Conditions or, more generally, of the Agreement. All such rights and remedies are cumulative and may be exercised separately or together.
19.4. Obligations that by their nature are intended to remain in force even after termination of an Agreement shall continue to exist even after termination of that Agreement, including but not limited to obligations relating to confidentiality, liability and Intellectual Property Rights.
19.5. All correspondence between settled and the Client shall take place in writing and – as the case may be – in Dutch, French or English and shall be deemed to have been sent to the other Party if it has been sent to the contact details stated on the onboarding and identification page on the Platform.
20.1. The Agreement is governed by and shall be interpreted in accordance with Belgian law.
20.2. All disputes arising from the Agreement shall be exclusively settled by the Enterprise Court of Antwerp, Antwerp division.