General Terms and Conditions
Article 1 Applicability
1.1 These General Terms and Conditions apply to all commercial transactions of Chapps NV, with operating headquarters in Belgium Tour & Taxis, 1000 Brussels, Havenlaan 86C box 315B, and with company number VAT BE0599.927.776, registered in the Brussels Register of Legal Entities and with its registered office in Belgium 1600 Sint-Pieters-Leeuw, Hoogstraat 152B (hereinafter referred to in this document as “Chapps”).
1.2 The Agreement between the Customer and Chapps is concluded by means of an electronic order and payment by the Customer or by signing the offer submitted by Chapps. An electronic order includes -but is not limited to- an in-app purchase via the Apple App Store or the Google Play Store or purchase in Chapps’ web applications.
1.3 Thereby, the Customer is granted a personal, non-transferable, non-exclusive, and non-sublicensable licence to download, access and use the Chapps Applications on any device he owns or controls.
1.4 By placing an electronic order or approving the offer, the Customer expressly confirms that he has read, understands, and agrees to all the provisions of the General Terms and Conditions, the terms of the Software Licence, the Processors’ Agreement and Chapps’ Privacy Statement. These documents are available at www.chapps.com or can be obtained in PDF format upon simple request by e-mail to info@chapps.com.
1.5 The Customer explicitely acknowledges that the registered electronic order or the signed quotation, together with the General Terms and Conditions, the Software Licence Terms and Conditions, the Processor Agreement and the Privacy Statement accepted by the Customer, form an integral part of the entire Agreement between the parties, and cannot be interpreted separately.
These documents replace all previous agreements and understandings, both oral and written, relating to the same subject matter that would still be in force between the parties.
All terms and conditions emanating from or arising from any document of the customer, whether pre-dating or post-dating the issuance of any document by Chapps, are hereby expressly rejected and disregarded by Chapps. Such terms and conditions shall in no event apply to the Agreement and shall not bind Chapps in any way.
1.6 The invalidity of one or more provisions of the Agreement shall not result in the complete nullity of the Agreement. Where appropriate, the parties shall amend or replace the invalid, illegal or unenforceable clause or any part thereof with a new clause that comes as close as possible to the purpose of the invalid, illegal or unenforceable clause.
1.7 As the Chapps Applications are intended for internal business purposes only, each Customer is considered a company in its commercial relationship with Chapps. Consequently, under no circumstances Chapps’ Customers can exercise a right of withdrawal from the Agreement. Note that Chapps offers each potential Customer the opportunity to benefit from a free trial period of its Applications for a limited period of time. With this free trial period, Chapps offers the Customer sufficient time and opportunity to enter into an Agreement or not.
Article 2 Duration and termination
2.1 For electronic orders, the Agreement shall take effect from the online payment by the Customer. In the case of an order via the signature of Chapps’ offer, the Agreement shall commence on the date of the Customer’s signature of the offer.
2.2 An electronic order will stipulate the minimum period of subscription to the Chapps applications. This minimum term may be monthly, half-yearly or annual. In the case of an order through the approval of the offer, the duration and termination modalities are clearly stipulated in the offer itself.
2.3 Monthly subscriptions are tacitly and automatically renewed for a new month on the monthly due date of the subscription, unless the Customer cancels the subscription at least 1 day before the monthly due date, through the modalities of the platform on which the Customer purchased the subscription.
2.4 Annual subscriptions established through an electronic order are tacitly and automatically renewed for a new period of 12 months on the annual expiry date, unless the Customer cancels the subscription at least 1 day before the annual expiry date, through the modalities of the platform on which the Customer purchased the subscription.
2.5 Annual subscriptions established through the approval of an offer are tacitly and automatically renewed for a new period of 12 months on the annual expiry date, unless the Customer cancels his subscription in writing by email to info@chapps.com at least 3 months before the annual expiry date. The cancellation e-mail must be from an e-mail address linked to the Customer’s account with Chapps.
2.6 Subscriptions entered via an electronic order are automatically discontinued if there is no successful online payment of the monthly or annual fee. In this case, the Customer has 30 days to reactivate his subscription subject to online payment. If the Customer does not reactivate and pay his subscription within the 30 days, the account and the data of this account will be irrevocably erased from the Chapps’ servers.
2.7 If, pursuant to a provision in the offer, the Agreement was concluded for a minimum term of more than 12 months, the Agreement -after the expiry of this agreed minimum term- will be converted to an annual subscription, unless the Customer cancels this subscription at least 3 months before the expiry date.
Article 3 Rates
3.1 Depending on the product chosen, the subscription is calculated based on the number of users, buildings, beds, units, total area in m2 and/or finished inspections. A separate, recurring base fee may also be charged. A one-off activation fee per user and/or per building may also be charged.
3.2 Additional services requested by the Customer relating to set-up, customization, training, consultancy …etc. will be charged separately.
3.3 All prices stated are always exclusive of VAT and/or other taxes and (local) charges and provided with the relevant currency (such as euro, US Dollar or Swiss Franc). Prices must be paid in the same currency with which they are posted.
3.4 In the case of a monthly subscription, each month started is payable in advance. In the case of an annual subscription or a subscription of more than 12 months, each started year is payable in advance. Provided agreed in the offer, a monthly payment or a quarterly payment is also possible for an Agreement of 12 months or more.
3.5 For some Applications (e.g. the Rental Inspector Pro), the Customer can use a digital wallet in the software by purchasing a package of Credits. These Credits represent the number of completed inspections (and their reports) that the Customer has paid in advance to perform with the Chapps Applications. These Credits are non-transferable and may only be used in connection with the Chapps Application for which they were purchased. The Credits are not exchangeable for cash and cannot be refunded in any way. The purchased Credits expire at the end of the Agreement without being refunded.
3.6 Chapps’ rates are subject to the evolution of cost price elements, inflation and index adjustments and may therefore be adjusted accordingly. The adjusted rates shall be applied from the next due date of his monthly or annual subscription that follows at least 30 days after the announcement of the new rates. If the Customer does not agree with the new rates, he has the right to terminate his subscription and the Agreement free of charge within 30 days of the notification, by simple e-mail to info@chapps.com.
Article 4 Invoicing and payment
4.1 If the subscription was concluded via an electronic order, the fee due is payable in full by activating a recurring payment via the Apple App Store, Google Play Store or any of the electronic payment methods offered by Chapps.
4.2 For subscriptions paid via in-app purchases, the Customer will receive the respective invoice from Apple or Google.
4.3 For subscriptions paid directly to Chapps by recurring or one-off electronic payment, the Customer will receive an electronic invoice (already paid) from Chapps of each online purchase or payment within 3 working days for his administration and accounting purposes.
4.4 For subscriptions entered through the approval of an offer submitted by Chapps, the Customer will receive an electronic invoice from Chapps for the respective period of the subscription.
4.5 The customer is solely responsible for the payment of all sums due arising from this Agreement. He accepts that invoicing is exclusively done electronically (pdf and/or xml) , and undertakes to respect the payment modalities imposed by Chapps.
4.6 If the customer is a company with its registered office in a Member State of the European Union other than Belgium and also has a VAT number from this Member State validated by the VAT Information Exchange System (VIES) for intra-Community supplies of services, Chapps will reverse the VAT on the invoice. Consequently, the Customer shall be the sole party responsible for accounting for the VAT due from the Member State in which the Customer has its registered office. The Customer releases Chapps from any liability in the event of incorrect processing of the reverse charge VAT by the Customer.
4.7 Unless otherwise agreed or stipulated on the invoice, all invoices are payable within a period of 14 days from the date of invoice.
4.8 Invoices are payable via bank transfer to Chapps’ IBAN account number specified on the invoice no later than the due date of the invoice. In addition, Chapps offers various optional online payment options via a specific hyperlink in the e-mail with which the invoice was sent.
4.9 Any objection to an invoice must be made in writing and justified within eight (8) days of receipt of the invoice. In the absence of any objection and/or justification within the specified period, the invoice shall be deemed accepted.
4.10 If an outstanding invoice is not paid by the due date, Chapps will send a first, free of charge payment reminder by e-mail to the Customer requesting payment within 7 days.
4.11 If payment remains outstanding 7 days after the first payment reminder, the Customer shall be in default and Chapps shall send the Customer a second payment reminder by e-mail. This will add to the outstanding invoice a reminder fee of 10 euros and a fixed compensation of 10% of the invoice amount, with a minimum of 70 euros, as well as a default interest of 1% per month.
4.12 In the event of non-payment within 14 days of the second payment reminder as stipulated in article 4.11, Chapps reserves the right to, without prior notice:
- (a) Make all outstanding invoices of the Customer immediately due and payable;
- (b) Suspend access to the software and apps until full payment of the outstanding balance – including the reminder fee, liquidated damages and default interest- is received.
- (c) Cancel any discounts granted for all outstanding and future invoices.
- (d) Initiate debt collection proceedings with a Court Bailiff or Collection Agency appointed by Chapps, all costs of which shall be borne by the Customer.
- (e) Terminate the Agreement in accordance with the provisions of clause 4.13.
4.13 If payment is not made 14 days after the second reminder, Chapps may immediately and ipso jure terminate the Agreement to the detriment of the Customer, without prejudice to any damages and interest.
Article 5 Availability of data
5.1. In case of termination of the Agreement between Chapps and the Customer, Chapps guarantees that the Customer’s data will be kept on Chapps’ servers for 30 days. During this
one-month period, the Customer may obtain an export file of his data upon request. This service is subject to the express condition that any outstanding invoices of the customer have been paid, including the invoice for providing the requested export(s).
5.2. Chapps can make several import and export procedures available. Optional use of the available APIs (Application Programming Interface) for the own company account is also
possible. Chapps makes these practices and procedures available but is not responsible for their implementation. Chapps cannot therefore be held liable for any kind of damage that may arise from their use.
Article 6 Support
6.1. Support by Chapps is limited to those Chapps Applications, which are the subject of the Agreement. Furthermore, support is limited to the operation and use of the Applications themselves and does not apply to the hardware, operating system or other configurations used by the Customer and on which those Applications run.
6.2 For support purposes, Chapps provides the Customer with a Support Centre website containing numerous articles on the use and features of the Applications. The content is
constantly updated and kept up to date. If the Customer does not find answers to his questions, the Customer can contact Chapps’ helpdesk on the website.
6.3 Chapps’ helpdesk can also be reached directly via email at the following address: support@chapps.com. Chapps shall do its best to assist the Customer with any query as quickly as possible.
6.4 Support via telephone or video conference is not offered by default, except when stipulated in advance in the individual Agreement with the Customer and for an additional fee.
Article 7 Force majeure
7.1. Chapps cannot be held liable for the non-performance of any of its obligations under the Agreement if this is due to force majeure or unforeseen circumstances. Usual situations of force majeure or unforeseen circumstances include the following: all circumstances that were unforeseeable and unavoidable at the conclusion of the Agreement, and which prevent Chapps from performing the Agreement, or which make the performance of the Agreement financially or otherwise more difficult than would normally be the case (including, inter alia: War, natural disasters, fire, confiscation, epidemics and pandemics, delays by or bankruptcy of third parties engaged by Chapps, staff shortages, strikes, organisational circumstances, threats or acts of terrorism, government interventions, power failures and failures or interruptions of any communication equipment, software or hardware).
7.2 The situations mentioned in Article 7.1 shall give Chapps the right to revise and/or suspend the performance of the Agreement by simple written notice to the Customer, without Chapps being liable for compensation. Chapps has the right to terminate the Agreement if the situation of force majeure and/or unforeseen circumstances persists for more than two (2) months.
Article 8 Language
8.1. The General Terms and Conditions were originally drawn up in Dutch. Translations or documents drafted in another language always count as a gesture towards the Customer. In the event of a conflict between the different versions, the Dutch version shall always prevail.
Article 9 Amendments
9.1 Chapps reserves the right to change its Terms and Conditions, prices and services at any time in the future. Chapps undertakes to notify the Customer of such changes by means of a communication by e-mail.
9.2 Non-substantial changes take effect as soon as the Customer has been informed.
9.3 Substantial changes shall only take effect 30 days after they have been communicated to the Customer.
9.4 Only in the event of substantial changes to the Agreement, such as a price increase, the Customer has the right, within 30 days of notification, to terminate the Agreement with immediate effect and without charge.
Article 10 Applicable law and disputes
10.1. Unless expressly agreed otherwise and confirmed in advance, each Agreement is subject to Belgian law.
10.2. All disputes concerning the interpretation, performance and after termination of this Agreement shall be submitted exclusively to courts with territorial jurisdiction over Chapps’ registered office, unless otherwise and expressly agreed in the Agreement.
