Terms and Conditions
1. Scope
These general terms and conditions (hereinafter referred to as "General Terms and Conditions") apply to all offers, orders, agreements, services, and invoices issued by or concluded by SONETAS BV, a private limited liability company under Belgian law, with its registered office at Motstraat 30 – 2800 Mechelen, registered in the legal entities register of Antwerp, Mechelen division under number 0893.138.980 (hereinafter referred to as "Sonetas") and its clients (hereinafter referred to as "Client").
The Client’s order or request, or the acceptance of Sonetas' offer, or the signing of the agreement with Sonetas, shall be considered as acceptance of these General Terms and Conditions, provided that the Client has had the opportunity to take note of these General Terms and Conditions. Special provisions deviating from these General Terms and Conditions are only binding if agreed upon in writing. The general terms and conditions of the Client are expressly excluded.
In case of any discrepancy between a provision of the offer/order/agreement/special conditions and a provision of these General Terms and Conditions, the provisions of the offer/order/agreement/special conditions shall prevail, but only insofar as they explicitly deviate from these General Terms and Conditions.
2. Agreement and Execution
The agreement between the Client and Sonetas is always considered to have been established at Sonetas' registered office. Under no circumstances will a distance contract within the meaning of Book VI of the Belgian Code of Economic Law be established between Sonetas and the Client.
Sonetas reserves the right to refuse a contract to any person applying for it without justification. Any Client entering into a contract with Sonetas is presumed to have basic knowledge of the use of computers and the internet.
The Client acknowledges that the agreement with Sonetas constitutes a best-effort obligation on the part of Sonetas and not an obligation of result, unless expressly agreed otherwise.
Sonetas may rely on third-party services to execute the agreement. In such cases, Sonetas will ensure that these third parties operate in the same manner as Sonetas and at least in accordance with the agreements made between Sonetas and the Client.
3. Notices between Sonetas and its Clients
For communications from Sonetas to its clients, Sonetas will use electronic mail (possibly with attachments) sent to the Client's email address or a message on the Fuga website. Clients confirm that they have continuous access to the internet. Sonetas may also contact its clients by phone in urgent cases, using the phone or mobile number provided at the time of signing the special conditions.
The Client can contact Sonetas during office hours via the phone number or email address listed on the Sonetas website or use the electronic helpdesk.
4. Offered Products and Services – Rates and Payment
Sonetas' services may consist of various types of services, which will be specifically agreed upon between the Parties: Sonetas provides the Client with a Fuga database and limited cloud storage (via Amazon Web Services), delivery of services to third parties via Fuga/myPets, and development of functionalities. The allocated storage space on the server is determined in the 'Special Conditions'. The Client may consult Sonetas' helpdesk without limitation and is entitled to one online training session.
If Sonetas provides a platform to the Client, Sonetas will endeavor to keep the platform available as much as possible but without guaranteeing that it is free of viruses and bugs. Sonetas reserves the right to interrupt or terminate access to the platform at any time without prior notice for technical or other reasons, as well as to adjust features or capabilities.
The Client shall not misuse or disrupt the platform nor use it in any way other than as communicated by Sonetas.
Sonetas reserves the right to adjust rates each year in April according to the index increase. Invoices will be sent quarterly in electronic form via email to the Client. Sonetas reserves the right to adjust prices at any time in case of changes in prices, discounts, and conditions, for example, in case of significant fluctuations in domestic or foreign currency, increases in social charges, new calculation methods, new application features, etc.
Billing will be done depending on the type of service provided by Sonetas and will be specified in the relevant agreement (e.g., quarterly billing, upon signing of the agreement in the case of a development agreement, etc.). Invoices are payable within 14 days of the invoice date, unless expressly stated otherwise on the invoice. Unpaid invoices will accrue interest of 1% per commenced month from the due date, without notice and automatically. In addition, the amount due will be increased by 10%, with a minimum of €124.00 as a lump-sum compensation for collection costs. Sonetas reserves the right to claim a higher compensation if it can prove that it has incurred greater damages. Sonetas reserves the right to suspend its services until full payment is received. The suspension cannot give rise to any compensation from the Client.
Late payment of one invoice will result in other invoices, for which a payment term was granted, becoming immediately due and payable, automatically and without prior notice.
5. Defects and Complaints
All complaints regarding the non-conformity of Sonetas' services and invoices must reach Sonetas within fourteen (14) calendar days from the performance of the service or the sending of the invoice, and this by registered mail, except as provided below.
Complaints regarding non-conforming services that were not detectable at the time of delivery must be communicated to Sonetas within one month after the defect is discovered by motivated registered mail.
Any complaint submitted outside the time limits specified in this Article 5 or not in accordance with the prescribed formal requirements will be considered late and non-conforming by Sonetas and can under no circumstances give rise to any action by Sonetas.
Sonetas undertakes to handle complaints submitted within the time limits specified in this Article 5 and in accordance with the formal requirements, within a reasonable period. Well-founded complaints oblige Sonetas to re-perform the relevant service(s), without the Client being entitled to any compensation or payment deferral.
6. Liability
Sonetas can only be held liable for direct damage resulting from an act/omission by a representative or employee of Sonetas or by Sonetas itself. Under no circumstances can Sonetas be held liable for indirect and/or consequential damage, including but not limited to reputational damage, loss of opportunity, loss of profits or revenue, loss of savings, loss of data, etc., nor in the case of an error/omission by a third party, such as Sonetas' suppliers, third parties, etc.
Sonetas' liability will always be limited to the amounts paid by the Client to Sonetas during the 6 months preceding the incident, except in cases of fraud or malicious intent on the part of Sonetas.
The above liability limitations also apply to Sonetas' directors and agents if they are directly held accountable.
Sonetas takes out civil liability insurance in the context of its activities, the details of which are provided upon simple request by the Client.
7. Security
Internet traffic between the Client and Sonetas' servers is fully secured using a secure protocol. The Client is aware that using Fuga entails specific risks, which may be due to communication problems that may prevent or suspend the use of the service; or to illegal or fraudulent use of the system; or to the interception of Client and database data by third parties through methods such as hacking, piracy, or theft or loss of the codes to the Fuga database.
Sonetas has infrastructure for the software in class A data centers, equipped with guaranteed power supply, intrusion protection, water and fire detection, and air conditioning. In these data centers, power supply, internet connectivity, climate control, and physical security are guaranteed 24/7. The data centers used by Sonetas guarantee 99.9% uptime.
8. Intellectual Property and Client Data
Software that is not publicly accessible (server software) may not be copied, reproduced, used, distributed, downloaded, posted, or transmitted in any form or by any means. These remain the exclusive (intellectual) property of Sonetas or its suppliers. Sonetas grants only a non-exclusive limited license to the Client for the purpose of Sonetas' services.
The Client explicitly agrees that the data in the Client's database may be used by Sonetas for Sonetas' commercial purposes (e.g., marketing), provided that this data is anonymized and cannot be traced back to the Client's database.
Regarding the data provided by the Client:
- The Client is and remains at all times responsible for its data provided, including its accuracy;
- The Client will always ensure that this data is kept up-to-date;
- Sonetas always has the right to take a copy of the stored Client data, and the Client will provide all necessary cooperation for this purpose;
- Sonetas generally has the right to suspend or terminate certain services and functionalities in case of unlawful use of a service provided by Sonetas (including but not limited to spam, fraud, criminal activities) and/or if the Client provides incorrect information.
9. Confidentiality
Sonetas is bound to maintain professional discretion. It may not provide any information to third parties regarding transactions made by its Clients, nor about the contents of the Fuga database. Sonetas may access the data in the client's Fuga database to resolve and investigate certain cases.
If either Sonetas or the Client decides to terminate the contract, all data will be transferred to the Client and then permanently deleted from Sonetas' servers (unless otherwise agreed in mutual consultation).
10. Personal Data
The Client’s personal data, such as data relating to his/her identity, residence, etc., are stored in one or more Sonetas files in accordance with applicable legislation.
In accordance with the data protection legislation (GDPR regulation, Act of 30 July 2018 on the protection of natural persons concerning the processing of personal data, etc.), the Client is informed that the “data controller” is Sonetas BV.
By agreeing to these General Terms and Conditions, the Client (and possibly the authorized representative and/or the beneficial owner) agrees that his/her data may be stored and processed by Sonetas for administrative purposes, for managing the Fuga databases, for sending information, for managing contractual relationships, and for processing financial transactions.
The Client (and, if applicable, the authorized representative and/or the beneficial owner) has the right to consult the data relating to him/her and to have incorrect data corrected by sending an email to info@sonetas.eu or by sending a letter addressed to the legal department of Sonetas.
It is the responsibility of the Client to comply with the applicable privacy legislation when handling and using his/her customers’ data.
When using the myPets module, the Client is responsible for the content of his/her pages on this site.
Personal data may be shared with third parties. This always happens in the context of the execution of the agreement and is limited to what is strictly necessary.
Sonetas retains personal data only for the period necessary to achieve and fulfill the purposes of the agreement unless a longer retention period is required or justified by law or another legal obligation.
11. Termination of the Agreement
The agreement is deemed to be automatically dissolved in the event of bankruptcy, judicial reorganization, fiscal or social debts, the application of the law on the continuity of enterprises, or any other form of liquidation of the Client. Sonetas has the immediate right to payment for all performances and goods delivered up to that point, without prejudice to its right to full compensation.
Sonetas is entitled to terminate the agreement in whole or in part by registered mail if the Client does not fulfill its obligations within fourteen (14) calendar days after being put in default by registered mail.
In the case of unilateral termination of the agreement by the Client or in the case of judicial dissolution of the agreement to the detriment of the Client, a lump-sum compensation of 20% (twenty percent) of the agreed price is due. This compensation cannot be reduced, and both Sonetas and the Client agree that this compensation represents the actual damage suffered.
In the event of cancellation of an agreement by the Client before Sonetas begins executing the agreement, Sonetas may charge the Client all costs already incurred in preparing the agreement, in addition to and without prejudice to Sonetas’ right to claim all damages suffered.
12. Force Majeure
Cases of force majeure, and more generally, all circumstances that prevent, reduce or delay the execution of the agreement by Sonetas, relieve Sonetas of any liability and allow it to, depending on the case, either reduce its obligations, terminate the agreement, or suspend its execution, without being liable for any compensation. These include, among others, war, civil war, mobilization, unrest, strikes and lockouts, both at Sonetas and its suppliers, machine breakdowns, viruses or malware or bugs, internet outages or unavailability of an internet connection, fire, water damage, pandemics, interruptions in transportation, supply difficulties in raw materials, materials and energy, and restrictions or prohibitions imposed by the government.
13. Amendment of the General Terms and Conditions
These General Terms and Conditions may be amended by Sonetas at any time. The Client will be informed of the amendment of the General Terms and Conditions by a notice from Sonetas. The amended General Terms and Conditions will be made available to Clients on the Sonetas website.
Unless there are legal or regulatory obligations, the amended General Terms and Conditions will take effect after two months from the Notice.
The Client who does not accept the new General Terms and Conditions may terminate their relationship with Sonetas free of charge within this two-month period. Notwithstanding the foregoing, it is expressly agreed that any transaction carried out by the Client after the expiration of this two-month period will be governed by the new General Terms and Conditions and that the Client will be irrebuttably deemed to have accepted them.
14. General Provisions
If one or more provisions of these General Terms and Conditions conflict with applicable law or are invalid for other reasons, the remaining provisions will remain in full force and effect, and the relevant clause will not be void but will be applied within the limits of what is legally permissible.
Without prior written consent from Sonetas, the Client may not transfer the rights and obligations it has towards Sonetas to third parties.
Sonetas reserves the right to entrust the execution of the assignment in whole or in part to subcontractors.
Sonetas may use the agreement as a reference for its commercial activities without prior written consent from the Client.
Sonetas’ failure to exercise any of its rights shall not be construed as a waiver of those rights.
15. Applicable law and jurisdiction
To the exclusion of any other law, only Belgian law shall apply to the disputes between the Sonetas and the Client, excluding its principles of private international law.
All disputes of any kind, including disputes concerning the application and interpretation of these terms and conditions, the contract or any other binding document agreed between Sonetas and the Client, shall fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp, Mechelen division, without prejudice to Sonetas' right to summon the Client to appear before the court competent for his/her seat.