Terms of Service

Article 1. Definitions

In these terms of service, the following terms shall have the meanings set out below:

• Haluso / Service Provider: Haluso.com, the provider of the Platform.
• Platform: the software-as-a-service environment available at haluso.com and its subpages, through which Customers can create and manage interactive product configurators.
• Customer / User: the legal entity or natural person acting in the exercise of a profession or business, who has registered for the use of the Platform.
• Organisation: the entity created by the Customer within the Platform under which configurators, users and leads are managed.
• Configurator: an interactive product selection tool created by the Customer through the Platform that is made available to end users.
• Lead: a product configuration completed and submitted by an end user, including the end user's contact details.
• Subscription: the plan chosen by the Customer (as listed on the pricing page), including the associated terms, limits and fees.
• Agreement: the agreement between Haluso and the Customer that comes into effect at the time of registration and acceptance of these terms of service.

Article 2. Applicability

2.1 These terms of service apply to all offers from, agreements with and the use of the Platform of Haluso, unless expressly agreed otherwise in writing.

2.2 By registering and accepting these terms, the Customer agrees to their applicability. Any general terms and conditions of the Customer are expressly excluded.

2.3 Haluso reserves the right to amend these terms of service. Amendments will be communicated to the Customer in writing (by email) at least 30 days in advance. If the Customer does not agree with the amendments, the Customer has the right to terminate the Agreement before the date on which the amendments take effect.

2.4 These terms apply exclusively to the provision of services to business parties (B2B). Consumers (private individuals) are not admitted as Customers.

Article 3. The Platform and services

3.1 Haluso grants the Customer a non-exclusive, non-transferable and revocable right to use the Platform in accordance with these terms and the instructions of Haluso.

3.2 Haluso aims for a Platform availability of at least 99% per calendar month, excluding scheduled maintenance. Haluso shall not be liable for damages resulting from temporary unavailability.

3.3 Haluso is entitled to modify, expand, alter or discontinue the Platform or its functionalities. Haluso will inform the Customer in a timely manner if a modification has material consequences for use.

3.4 Haluso provides technical support via email. Haluso aims to respond to support requests within 2 business days, but does not guarantee response or resolution times.

3.5 Haluso does not warrant that the Platform will operate without errors or be available without interruption. The Platform is provided "as is".

Article 4. Account and access

4.1 The Customer is responsible for creating and managing user accounts within its Organisation. Any use of the Platform under the Customer's login credentials shall be deemed use by the Customer.

4.2 The Customer is obliged to keep its login credentials strictly confidential and to report any unauthorised use immediately to Haluso at info@haluso.com.

4.3 The Customer is not permitted to transfer or make available its access rights to third parties outside its own organisation.

4.4 Haluso is entitled to temporarily block the Customer's access to the Platform or to terminate the Agreement if the Customer acts in breach of these terms, a legal obligation or a court order.

4.5 Upon registration, the Customer shall provide correct and complete information. The Customer is obliged to keep its account data up to date.

Article 5. Subscriptions and payment

5.1 The Platform offers various subscriptions, the current features, limits and prices of which are listed on the pricing page (haluso.com/#pricing). A subscription may be free or paid.

5.2 Haluso reserves the right to change the subscription types, terms and prices. Changes will be announced at least 30 days in advance and will apply exclusively to the next renewal period.

5.3 Payment is made through the payment methods made available within the Platform. Haluso uses Stripe as its payment provider. By providing payment details, the Customer authorises Stripe to process payments on behalf of Haluso.

5.4 Invoices are drawn up and processed through Stripe. Objections to an invoice must be submitted in writing within 14 days of the invoice date. After this period has lapsed, the invoice shall be deemed accepted.

5.5 In the event of late payment, the Customer shall be in default by operation of law. Haluso shall then be entitled to charge the statutory commercial interest rate and to suspend access to the Platform until full payment has been made.

5.6 All prices are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.

5.7 For subscriptions with a lead limit, new leads will be rejected once the limit has been reached. The Customer may upgrade to a subscription with a higher or unlimited limit.

Article 6. Use of the Platform

6.1 The Customer shall use the Platform exclusively for lawful purposes and in accordance with these terms.

6.2 The Customer is expressly prohibited from:

• using the Platform for the sending of unsolicited communications (spam);
• infringing the intellectual property rights of Haluso or third parties;
• attempting to discover the source code of the Platform by means of reverse engineering, decompilation or disassembly;
• circumventing or testing the security of the Platform without the express written consent of Haluso;
• using the Platform in a manner that places an excessive burden on Haluso's infrastructure;
• publishing content through the Platform that is contrary to law, public order or common decency.

6.3 The Customer is fully responsible for the content of the configurators it creates and for the accuracy of the product information and prices contained therein.

6.4 The Customer warrants that the end-user data (Leads) collected through the configurators will be used in compliance with applicable privacy legislation, including the GDPR.

Article 7. Intellectual property

7.1 All intellectual property rights in the Platform, the software, the documentation and all other materials developed by Haluso are vested exclusively in Haluso or its licensors. Nothing in these terms shall be construed as a transfer of intellectual property rights to the Customer.

7.2 The Customer grants Haluso a non-exclusive, royalty-free licence to host, process and display the content entered by the Customer into the Platform (configurators, product descriptions, images) to the extent necessary for the performance of the Agreement.

7.3 The intellectual property rights in the content entered by the Customer into the Platform are vested in the Customer or its licensors. Haluso does not claim ownership of such content.

7.4 The Customer is not permitted to use the name, logo or other trademarks of Haluso without the prior written consent of Haluso.

Article 8. Confidentiality

8.1 The parties undertake to maintain the confidentiality of all confidential information that they receive from each other or otherwise become aware of in the context of the Agreement. Confidential information means all information that has been designated as such or the confidential nature of which is reasonably apparent.

8.2 The confidentiality obligation does not apply to information that is already public, becomes public without breach of this obligation, or the disclosure of which is required by law.

8.3 The confidentiality obligation shall remain in force for a period of two (2) years after termination of the Agreement.

Article 9. Data protection and data processing agreement

9.1 Insofar as Haluso processes personal data on behalf of the Customer in the performance of the Agreement, Haluso acts as a processor within the meaning of the GDPR and the Customer as data controller.

9.2 Haluso processes personal data solely in accordance with the documented instructions of the Customer, unless a legal obligation requires otherwise.

9.3 Haluso takes appropriate technical and organisational measures to protect personal data against loss and unauthorised access, in accordance with Article 32 GDPR.

9.4 Haluso engages third parties (sub-processors) for the performance of the services, including hosting providers and email senders. Haluso enters into data processing agreements with these sub-processors. The Customer hereby grants general prior consent for this purpose.

9.5 Haluso shall assist the Customer in meeting its obligations towards data subjects under the GDPR, to the extent reasonably possible.

9.6 Upon termination of the Agreement, Haluso shall, at the Customer's first request, return or delete the Customer's personal data, unless a statutory retention obligation applies.

9.7 The privacy policy of Haluso is an integral part of these terms and describes further details about the processing of personal data. The privacy policy is available at haluso.com/en/privacy-policy.

Article 10. Liability

10.1 The total liability of Haluso towards the Customer for direct damages is limited to the amount paid by the Customer to Haluso in the three (3) months preceding the event giving rise to the damage, with a maximum of € 500.00 per event giving rise to the damage.

10.2 Haluso shall in no event be liable for:

• indirect damages, consequential damages, lost profits or revenue, missed savings or damages due to business interruption;
• damages resulting from incorrect, incomplete or outdated content entered by the Customer into the Platform;
• damages resulting from acts or omissions of third parties, including sub-processors;
• damages resulting from force majeure.

10.3 A right to compensation shall only arise if the Customer has given Haluso prompt written notice of default and has allowed Haluso a reasonable period to remedy the deficiency.

10.4 The limitations of liability in this article do not apply to damages caused by intent or wilful recklessness on the part of Haluso or its management.

Article 11. Force majeure

11.1 Haluso shall not be obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure includes in any case: disruptions in the internet or telecommunications infrastructure, DDoS attacks, government measures, fire, flooding, strikes, pandemics and disruptions at suppliers or sub-processors.

11.2 If the force majeure situation continues for more than 30 days, either party shall have the right to dissolve the Agreement in writing, without any obligation to pay compensation.

Article 12. Duration and termination

12.1 The Agreement is entered into for an indefinite period and commences at the time of registration.

12.2 The Customer may terminate the Agreement at any time via the account settings within the Platform or by sending an email to info@haluso.com. Upon cancellation of a paid subscription, the subscription will remain active until the end of the current billing period. No refund will be made for the remaining period, unless otherwise agreed.

12.3 Haluso may terminate the Agreement with immediate effect if:

• the Customer acts in breach of these terms and fails to remedy the deficiency within 14 days of written notice of default;
• the Customer is declared bankrupt or applies for a suspension of payments;
• the continuation of the Agreement cannot reasonably be expected of Haluso.

12.4 Upon termination of the Agreement, the right of access to the Platform shall lapse immediately. The Customer is responsible for exporting its data prior to termination. Haluso shall keep the data available for export for 30 days after termination, after which the data will be deleted.

Article 13. Miscellaneous provisions

13.1 Severability: If any provision of these terms is void or voidable, the remaining provisions shall remain in full force and effect. In such event, the parties shall consult to replace the void or voided provision with a valid provision that approximates the intent of the original provision as closely as possible.

13.2 Entire agreement: These terms of service, together with the privacy policy and any additional written agreements, constitute the entire agreement between the parties and supersede all prior agreements or communications relating to the subject matter thereof.

13.3 Assignment: The Customer may not assign any rights or obligations under the Agreement to a third party without the prior written consent of Haluso. Haluso is entitled to assign its rights and obligations to a legal successor.

13.4 No waiver: The failure of Haluso to exercise any right, or the failure to do so promptly, shall not constitute a waiver of that right.

Article 14. Governing law and dispute resolution

14.1 The Agreement and these terms of service shall be governed exclusively by the laws of the Netherlands.

14.2 Disputes arising from or in connection with the Agreement shall be submitted exclusively to the competent court in the Netherlands.

14.3 The parties undertake to first attempt to resolve disputes by means of consultation. If the parties are unable to reach an amicable settlement, recourse to the courts shall be available.

Article 15. Contact