Legal
General terms and conditions
Toolsquare BV · The Beacon, Sint-Pietersvliet 7, B2000 Antwerp, Belgium · VAT BE 0746.407.674
These general terms and conditions ("General Terms and Conditions") together with all other written agreed upon prices, offers, contract proposals or purchase orders (bestelbon) constitute the entire contract between the parties (the "Contract").
"Toolsquare", "We" or "Us" refers to Toolsquare BV, with registered office at The Beacon, Sint-Pietersvliet 7, B2000 Antwerp, Belgium, RPM Antwerp, division Antwerp, registered under company number VAT BE 0746.407.674.
I. General
Article 1 – Scope
1.1. These General Terms and Conditions apply to all services that We provide (the "Services") and to all the Machine-units (as defined below) We sell. When applicable, the Services can also be listed, extended or nuanced by e-mail, fax, via the online portal or other written medium by mutual agreement.
1.2. Without prejudice to the application of possible deviating conditions in a separate written agreement, these General Terms and Conditions apply to every offer, order confirmation, purchase or sale agreement between Toolsquare and its customer (the "Customer"). In case of contradiction between these General Terms and Conditions and any specific written agreement, the latter prevails.
Article 2 – Cognisance and acceptance
2.1. The Customer acknowledges that he has sufficient command of the language in which these General Terms and Conditions have been drawn up to understand and accept these General Terms and Conditions in full. Any translations are for the convenience of the Customer only and shall not affect the interpretation.
2.2. The Customer is deemed to fully and irrevocably agree with and accept these General Terms and Conditions by the mere fact of placing an order (including submitting an accepted purchase order), unless proven otherwise. The acceptance of these General Terms and Conditions implies also that the Customer completely renounces the application of his own terms and conditions.
Article 3 – Formation of the contract
3.1. All price lists, offers and contract proposals of Toolsquare are without obligation, are for information purposes only and are not binding. All prices, offers and contract proposals will only be considered a Contract and thus be binding for Toolsquare and the Customer on the date they are explicitly agreed upon by both parties.
3.2. Any cancellation of a Contract must be made in writing and is only valid before any Services have been rendered, before any Machine-units have been delivered or any costs have been incurred by Toolsquare.
Article 4 – Description of goods and services
4.1. Toolsquare has a hybrid offering that by default consists of: (i) Sale of machine units (a "broker" unit and one or more "sender" units, together "Machine-units") that can be connected to devices and machines of all kinds in order to control access rights, reservations, operationality feedback, safety checklists, and cost allocation; (ii) IoT connectivity service and web-based workshop management platform by subscription or software licence ("SaaS-Service").
4.2. The purchase of Machine-units shall be regarded as a purchase/sale within the meaning of Article 1582 et seq. of the Dutch Civil Code.
4.3. Additional services that can be provided under a separate contract include repair and maintenance of Machine-units and guaranteed uptime.
4.4. Should the Customer need assistance, he can contact the helpdesk free of charge at support@toolsquare.io.
II. Rights and obligations of the parties
Article 1 – Toolsquare's obligations
1.1. In addition to the Machine-units, Toolsquare provides the Customer with a manual.
1.2. On demand of the Customer, the Machine-units can be installed by Toolsquare or by a third party appointed by her.
1.3. On demand of the Customer, a Machine-unit can be disconnected by Toolsquare. Disconnection is, for subscription purposes, deemed to have occurred on the date the Machine-unit was disconnected.
Article 2 – Customer's obligations
2.1. In case a Customer disconnects a Machine-unit, he must notify Toolsquare immediately in writing. For subscription purposes, disconnection by the Customer is deemed to have occurred on the date of written notification.
2.2. Toolsquare has joined RECUPEL for the take-back obligation for professional electrical and electronic equipment. The Customer undertakes to bear any costs of collection and processing the Machine-units when they are to be discarded.
Article 3 – Prices and payment
3.1. The Services and Machine-Units will be invoiced to the address provided by the Customer. Unless expressly agreed otherwise, prices quoted by Toolsquare are exclusive of VAT, transport and insurance costs.
3.2. Payments must be made to our bank account as listed on the invoice, stating the structured reference.
3.3. Technician costs (installation, modification, repair or disconnection) are charged on a time-spent hourly basis. Travel expenses are charged additionally at €0.35 excl. VAT per kilometre.
3.4. Rates can be adjusted annually on 1 January using the Agoria "reference wage cost national average" index formula.
3.5. Machine-units payment: an advance of 50% of the total value is due within 8 calendar days after signing. The balance is due within 30 calendar days after delivery.
3.6. SaaS-Service payment: subscription fees are invoiced quarterly (at the start of the contract and at the start of each quarter), payable within 30 calendar days.
3.7. In case of disconnection, SaaS subscription costs for the current quarter remain fully due and, if already paid, cannot be reimbursed.
3.8. Invoices must be protested in writing within 8 calendar days of receipt, failing which they are deemed definitively accepted.
3.9. Objections against an invoice amount do not postpone the payment obligation.
3.10. In the event of full or partial non-payment on the due date, the Customer shall owe interest at 8% per year, automatically and without prior notice.
3.11. In case of non-payment, all other outstanding claims become immediately due. Toolsquare also reserves the right to suspend the SaaS-Services without prior notice and without compensation until full payment is received.
3.12. Payments are applied first to administrative fees and recovery costs, then to interest, then to outstanding invoices (oldest first). The Customer is never entitled to offset debts to Toolsquare.
Article 4 – Retention of title
4.1. All Machine-units remain the full property of Toolsquare until full payment of all invoice amounts, including costs, interest and damages.
4.2. Machine-units subject to retention of title may not be resold or used as a means of payment, and may not be pledged or encumbered in any way.
4.3. The Customer must do everything reasonably expected to safeguard Toolsquare's ownership rights and must notify Toolsquare immediately if third parties seize or assert rights over Machine-units.
Article 5 – Delivery, maintenance and repair
5.1. Machine-units are delivered after written acceptance of the order and payment of the advance.
5.2. Installation is carried out by appointment. The Customer is responsible for all technical connections (electricity, wifi, required space).
5.3. Delivery dates are purely indicative and not binding. Delay in delivery does not give rise to any penalty or compensation.
5.4. Risk passes to the Customer at the date of delivery.
5.5. Repair and maintenance can be carried out by Toolsquare at additional charge. Toolsquare may at its discretion outsource maintenance and repair to third parties.
5.6. Toolsquare is not responsible for the maintenance or repair of the Customer's own machines connected to the Machine-units.
Article 6 – Control, complaints and guarantee
6.1. Machine-units shall meet the customary requirements and standards that can reasonably be set at the time of delivery.
6.2. The Customer must accept and inspect Machine-units immediately upon delivery. By accepting delivery, the Customer confirms that the delivery is complete in accordance with the order confirmation, covering all visible defects.
6.3. Complaints related to quantity and/or non-conformity must be reported immediately upon delivery (visible defects) or within 7 calendar days (hidden defects) by registered mail, failing which Toolsquare may consider the complaint inadmissible.
6.4. All new Machine-units are covered by a guarantee limited to construction defects (mechanical and electronic parts), provided these defects are not due to improper use.
6.5. The guarantee applies for a period of 2 years after delivery, unless otherwise agreed.
6.6. The guarantee consists, at Toolsquare's discretion, only of replacement or repair of Machine-units. The guarantee cannot give rise to any other form of compensation.
6.7. The guarantee lapses if a defect has arisen due to injudicious or improper use, incorrect storage or maintenance, unauthorised modifications, or circumstances beyond Toolsquare's control including weather conditions.
III. Term of the agreement
Article 1 – Term and cancellation
1.1. The Contract is concluded for an indefinite period of time, unless otherwise agreed in writing.
1.2. The Customer may terminate this Contract at any moment in writing without any cause. The SaaS subscription costs for the quarter in which the Contract is terminated remain fully due.
1.3. After an initial period of 36 months, Toolsquare may terminate this Contract annually at the end of each calendar year, upon prior written notice of 3 months by registered mail.
1.4. The parties may terminate the Contract at any moment by mutual written consent.
Article 2 – Dissolution
2.1. Toolsquare is entitled to unilaterally dissolve the Contract with immediate effect, without prior judicial authorisation and without payment of damages, in the following cases: (i) material breach after written notice of default; (ii) cessation of payments or bankruptcy proceedings; (iii) liquidation or cessation of activities; or (iv) refusal of a contractually stipulated advance payment.
2.2. In case of dissolution, Toolsquare is also entitled to compensation of 8% of the outstanding invoice amount for costs, loss of profit and damage, without prejudice to the right to claim higher actual damage.
Article 3 – Force majeure
3.1. Toolsquare is not obliged to fulfil any obligation towards the Customer if prevented from doing so as a consequence of force majeure.
3.2. Force majeure includes all external causes, foreseen or unforeseen, over which Toolsquare cannot exercise any influence, including strikes. Force majeure may also be invoked if the circumstance arises after Toolsquare should have fulfilled its commitment.
3.3. Toolsquare may suspend its obligations during the period of force majeure. If this period lasts longer than 2 months, each party is entitled to dissolve the Contract without any obligation to compensate the other party.
IV. Intellectual property
Article 1 – Intellectual property rights
1.1. "Intellectual Property Rights" means all intellectual property rights in any part of the world including copyright, neighbouring rights, patents, trade names, logos, drawings, models, trade and service marks, database rights, rights in confidential information and know-how, whether registered or not.
1.2. The Customer shall not acquire any Intellectual Property Rights as a consequence of the Contract.
1.3. Toolsquare grants the Customer a limited, personal, royalty-free, non-exclusive, non-transferable licence, without the right to sublicence, for the duration of the Contract, to use its web-based software solely for the Customer's internal business purposes.
1.4. Such a licence shall not constitute a transfer of Intellectual Property Rights, nor grant the right to request Toolsquare to provide a copy of any software used to provide the SaaS-Services.
1.5. The Customer shall indemnify Toolsquare against all losses arising from the Customer's infringement of Toolsquare's Intellectual Property Rights.
V. Liability
Article 1 – Limitation of liability
1.1. Toolsquare does not warrant: (i) that the performance of the Machine-units and the SaaS-Services will be uninterrupted or error-free; (ii) that the Machine-units and SaaS-Services will be continuously available, virus-free, timely and complete; or (iii) that information provided will be complete, correct, accurate and non-misleading.
1.2. Toolsquare will only be liable for direct damages caused by a technical defect of the delivered Machine-units and SaaS-Services if and insofar as such damage is caused by intent or gross fault on its part or on the part of its agents.
1.3. Toolsquare shall not be liable for: indirect or consequential loss (including loss of revenue or goodwill); defects caused by acts of the Customer or third parties; damages caused by use outside the intended purpose; additional damage caused by continued use after a defect has been detected; loss or wrongful use of Customer data; damage from failure to comply with Toolsquare's advice; or damages caused by force majeure.
1.4. In case Toolsquare is held accountable for any damage, its liability is limited to the amount paid out by Toolsquare's insurance company.
Article 2 – Indemnification
The Customer indemnifies Toolsquare for possible claims from third parties who suffer damages related to the execution of the Contract as a result of the Customer's actions and/or omissions and for which the cause is not directly or indirectly attributable to Toolsquare.
VI. Processing of personal data
Article 1 – Personal data
1.1. Concepts related to the protection of personal data used in this article shall have the meaning given to them in the General Data Protection Regulation (2016/679) and national laws implementing the Privacy and Electronic Communications Directive (2002/58/EC).
1.2. Toolsquare strives to comply with applicable data protection law when processing information in connection with an identified or identifiable natural person in execution of the Contract. Our role (either as a controller or as a processor) is determined in our privacy policy available at www.toolsquare.io.
1.3. Information provided by the Customer will be included in Toolsquare's database and used in relation to the products and/or services offered. Contact details may be passed on to third parties for direct marketing purposes only with prior consent.
1.4. The Customer may at all times request access to, correction, deletion or transfer of his data, and object to the use of data for direct marketing, free of charge (subject to a reasonable fee for repeat requests within 6 months).
1.5. The Customer undertakes to comply with applicable data protection law and will inform its representatives, employees and directors of the processing of their personal data. The Customer guarantees that it has obtained the necessary permissions.
1.6. The Customer confirms that the processing of personal data obtained in the context of the provision of Services will not give rise to an infringement of applicable data protection law.
VII. Miscellaneous provisions
Article 1 – Changes
Each change to the Contract shall have consequences only if agreed in writing and signed by each party. Until a change is agreed in writing, each party shall continue to comply with the provisions of the latest agreed version of the Contract.
Article 2 – Nullity
2.1. If any provision of these General Terms and Conditions should be unenforceable or conflict with mandatory law, this shall not affect the validity and enforceability of the other provisions. The provision in question shall be replaced by an enforceable and legally valid provision corresponding as closely as possible to the purpose of the original.
2.2. The parties shall immediately open negotiations in good faith to replace any provision declared invalid or unenforceable, with retroactive effect where appropriate.
Article 3 – Transfer
Without prior written consent of the other party, neither party may transfer, encumber or in any way trade any of their rights and obligations pursuant to this Contract, without prejudice to consequences attached by law to transfers of business units, mergers, splits and equated actions.
Article 4 – Applicable law and competent court
4.1. This Contract is governed by and shall be interpreted solely in accordance with Belgian law, to the exclusion of every Belgian, foreign or international referral rule.
4.2. Any dispute relating to the Contract or the Services lies within the exclusive jurisdiction of the courts of the judicial district of Antwerp, Antwerp division.