Terms of Services
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      TERMS OF SERVICE

      The document outlines the terms and conditions for the services provided by Move To Happiness Hub (MTH) to its customers.

      TERMS OF SERVICE

      The following terms of service apply to the Services provided by MTH to the Customer (each a Party and collectively referred to as the Parties).

      Artikel 1.     DEFINITIONS

      • App refers to the MTH mobile application.
      • Order Form refers to the form specifying the Services ordered by the Customer.
      • Content refers to the content specified on the Order Form ordered by Customer and to which Customer's End Users are granted access.
      • Services refers to all services, including any additional services, provided by MTH to Customer under this Agreement as specified on the Order Form.
      • End User refers to a an End user, being an appointee of the Customer, who can use the Services after accepting the Terms of Use.
      • Event refers to an activity organized by a third party (organizer) in the context of which MTH provides certain additional services as specified in the Order Form.
      • Event Support refers to the entirety of services as described on the Order Form in the context of Events.
      • Terms of Use refers to the terms applicable to each user of the App, as available at https://movetohappiness.com/terms-of-use/.
      • App Platform refers to the platform End Users use to consume Content.
      • Growth Services refers to the entirety of services as described on the Order Form in the context of unburdening the HR department of the Customer or another department or the entirety of appointees designated by the Customer.
      • Customer refers to a company that uses MTH to provide the Services.
      • Admin Platform refers to the platform that the Customer uses to manage its professional account.
      • Employee Total refers to the total number of employees of the Customer at the time of the Start Date.
      • MTH refers to Move To Happiness Hub bv, with registered office at Statieplein 1 bus 1.02, 2560 Nijlen, registered in the KBO under number 0437.586.004.
      • Start Date refers to the date on which the Services commence as indicated on the Order Form.
      • Onboarding refers to the entirety of services as described on the Order Form in the context of Customer onboarding.
      • Agreement refers to these terms of service, including the Order Form and any applicable attachments.
      • Fee(s) refers to the fee for providing a service as stated on the Order Form.
      • Confidential Information refers to this Agreement and any information, whether in writing or in any other form, communicated to it as confidential by or on behalf of another Party or which by its nature should be considered confidential (including, but not limited to, the know-how, business information related to the disclosing Party such as commercial, financial, sales, marketing, pricing, technical, technology, system, and supplier information).

      Artikel 2.     SERVICES AND ORDER FORM

      • The Customer can order various services from MTH, which may include (but are not limited to):
        • Happy Start
        • Happy Grow
        • Happy Enterprise
        • Licenses for Branded Company app;
        • Events
      • The specific services ordered by the Customer are stated on the Order Form, as well as what exactly these services entail. In addition, the Order Form specifies the quantity, the unit price, the type, the VAT percentage, the VAT amount, and the cost price. The same applies to Events.
      • The commencement or performance of the Services is determined by the payment of the invoice.
      • Any services not included in the Order Form are considered additional services. The Customer may order additional services as specified on the Order Form or as agreed upon between the Parties.

      Artikel 3.     ONBOARDING AND PROCESS OF SERVICES AND EVENTS

      • As part of the licenses, the start of the license will start immediately after the payment is made. 
      • As part of the Events track, MTH and the Customer shall mutually determine which Event will be participated in.

      Artikel 4.     OBLIGATIONS OF MTH

      • MTH shall endeavor to provide the Customer and its End Users with uninterrupted availability of the Services. MTH guarantees an availability of 98%.
      • In the event of a planned interruption (e.g., maintenance work), MTH will notify End Users at least five (5) calendar days in advance, unless this proves impossible due to the nature of the interruption (e.g., emergency work). MTH will try to plan interruptions in such a way that the End User is inconvenienced as little as possible.
      • MTH takes all appropriate technical and organizational measures to ensure both the proper functioning and security of the Services. Should a security risk nevertheless arise, MTH will inform the Customer without delay of any additional measures to be taken by the Customer.
      • MTH provides support (general support and technical support) to the Customer, which means that MTH will make every effort to answer any questions the Customer may have in connection with the Services.

      Artikel 5.     OBLIGATIONS OF THE CUSTOMER

      • The Customer undertakes to always pay the fees as stipulated in Article 6 correctly and on time.
      • The Customer shall make reasonable efforts to ensure that the End User complies with the Terms of Use, as available at https://movetohappiness.com/terms-of-use/.
      • The Customer shall comply with all legal obligations applicable to it as a result of its use of the Services. The Customer also makes reasonable efforts to ensure that End Users comply with all legal obligations.

      Artikel 6.     FEES AND PAYMENT

      • The Customer undertakes to pay all Fees and any additional fees for additional services correctly and on time at all times. The Fee may be annual or monthly or one-off (periodicity) and may be per End User, or flat rate (type). This will be stated on the Order Form.
      • If the Fee is calculated per End User, the Order Form determines the number of End Users on the basis of which the Fee was calculated. If the actual usage of the Services exceeds the calculation on the Order Form, MTH has the right to increase the Fee once a month in accordance with the actual usage. Such increase shall correspond to the Fee per additional End User for the remaining duration of the contract period of this Agreement. Actual usage means when an End user activated his account. Only upon renewal of this Agreement in accordance with Article 11, the Customer has the right to reduce the number of End Users for the upcoming contract period.
      • Additional services not included in the Order Form (e.g., events or training sessions) may be ordered by the Customer. The availability or provision of certain additional services may be subject to additional terms and conditions. MTH will provide a price quote before providing these additional services.
      • The End Users enter into a direct contract with MTH by accepting the Terms of Use. By paying the Fee on behalf of the End User, the Customer acts as a third-party payer for the contract the End User has with MTH without entering into the rights of MTH. This Agreement is considered a third-party payer agreement as referred to in the Terms of Use. The Customer shall decide for which End Users it wishes to act as a third-party payer.
      • All Fees in this Agreement are exclusive of VAT and other taxes.
      • Unless expressly agreed otherwise, any discounts apply only to the initial period.
      • Unless otherwise expressly agreed, the Fee per Event shall be invoiced ninety (90) days prior to the date of the Event and on an annual or monthly basis for all other Services on  the Start Date or renewal of this Agreement. All invoices are payable immediately for Happy Start or Happy Grow. For Happy Enterprise all invoices are payable within thirty (30) days of the date of the invoice. Invoices shall be sent electronically to the Customer.
      • On every January 1, prices will be automatically indexed based on the following formula: P1 = P0 x (0.2 + 0.8 x I1/I0), where P1 = the new price, P0 = the initial price, I1 = the Belgian Agoria index for wages (national average) of the calendar month preceding the price indexation, I0 = the Belgian Agoria index for wages (national average) of the calendar month of the signing of this Agreement.
      • All Services that are part of the Events track cannot be canceled by the Customer without giving any reason as long as the Services have not been performed or preparatory actions have not been taken for them. If the Customer decides to cancel participation in an Event, none of the Fees will be refunded. You can reschedule an event until 90 day before the event was planned.
      • Any dispute of an invoice must always be addressed in writing to MTH and at the latest thirty (30) calendar days after receipt of the invoice.
      • In case of non-payment, incomplete or late payment, the Customer shall, as of the date of non-payment, incomplete or late payment, by operation of law and after a payment reminder, owe interest on the relevant amount at a rate equal to the legal interest rate for late payment in commercial transactions in accordance with the Law of August 2, 2002, on combating late payment in commercial transactions.
      • In the event of non-payment, incomplete or late payment, the Customer shall also be liable by operation of law and without prior notice of default to pay liquidated damages of 10% of the amount in question, with a minimum of EUR 25.00 per invoice, without prejudice to MTH's right to claim higher damages.
      • If the Customer does not respond to MTH's payment reminder, MTH may transfer the unpaid or partially paid invoice to a collection agency or other third party handling the collection procedure. All (extra)judicial costs resulting from this shall be entirely borne by the Customer.
      • If the Customer does not pay the non-paid or partially paid invoice in full within seven (7) calendar days after MTH's payment reminder, MTH has the right to suspend or terminate this Agreement, unilaterally, without (prior) intervention of a court and without damages by operation of law. In addition, after a payment reminder, MTH has the right to unilaterally cancel the registration for or participation in the Event at its sole discretion. All resulting costs shall be borne by the Customer.

      Artikel 7.     INTELLECTUAL PROPERTY

      • The Services and the associated software and database, in particular the Content, the App Platform, and the Admin Platform, are protected by applicable intellectual property rights, being copyrights, software rights, database rights, and all other intellectual and industrial property rights. These property rights belong exclusively to MTH or its licensors and are in no case transferred in whole or in part to the Customer.
      • MTH grants the Customer a limited, revocable, non-exclusive, and non-(sub)licensable license to access and use the Content, the App Platform, and the Admin Platform in accordance with the Terms of Use, subject to the correct, complete, and timely payment of the Fee referred to in Article 6 and compliance with the provisions of this Agreement. The Customer is not allowed to act outside these rights without the express and written permission of MTH. Artikel 6
      • The Customer is not permitted to distribute, commercialize, sell or rent, make available, or otherwise reproduce the Content, the App Platform, and the Admin Platform. Nor may he remove, adapt or modify or obscure any notices relating to copyright, trademark, or any other intellectual property right.
      • In the event that the Customer adds content to the App Platform or the Admin Platform, then the Customer grants MTH a worldwide, non-exclusive, assignable, (sub)licensable, and royalty-free license to use such content within the purposes of the App Platform or the Admin Platform.
      • The Customer undertakes that its actions and those of its appointees shall in no way infringe the intellectual property rights of any third party. In any case, MTH shall not be liable for any infringement of the intellectual property rights of a third party by the Customer or its appointees. In such case, the Customer shall indemnify MTH for any damage that MTH may suffer as a result of such infringement. If any such infringement is found, the Customer is obliged to notify MTH in writing as soon as possible.

      Artikel 8.     PERSONAL DATA

      • The Parties guarantee that the processing of personal data for which they act as data controllers will at all times be carried out in accordance with the Regulation (EU) of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
      • For the processing of personal data for which MTH acts as data controller, MTH refers to its privacy statement at https://movetohappiness.com/privacy-policy/. By means of this privacy statement, End Users are informed about the processing of their personal data by MTH as the data controller.
      • To the extent that MTH acts as a data processor of personal data at the direction of the Customer, the provisions of Appendix 1 shall apply. Bijlage 1

      Artikel 9.     CONFIDENTIALITY

      • Each Party shall, both during and after this Agreement:
        • Refrain from disclosing Confidential Information to its appointees, employees, subcontractors, representatives, or third parties other than as strictly necessary for the performance of this Agreement; and
        • Rnsure that its (former) appointees, (former) employees, (former) subcontractors, (former) representatives, and third parties to whom Confidential Information has been disclosed as referred to above will keep the Confidential Information secret and treat it as confidential.
      The obligations under this article shall not apply to:
      • Confidential Information that is already generally known or will become so at a future date, other than as a result of a breach of this Article by either Party;
      • disclosure by a Party of Confidential Information that it has learned from a third party that lawfully possesses such Confidential Information if such disclosure does not constitute a breach of such disclosing Party's duty of confidentiality to that third party;
      • the disclosure of Confidential Information by a Party to the extent required by any applicable law or by a recognized governmental or other regulatory or supervisory person or authority to whose rules the Party making the disclosure is subject, provided that the Party disclosing the Confidential Information shall give prior notice to the Party to whom the Confidential Information belongs of the intended disclosure (and of the circumstances under which the disclosure would be required), and shall take all reasonably practicable steps to avoid and limit the disclosure.
        • In the event of a violation of this Article by either Party or by an (ex-)appointee, (ex-)employee, (ex-)subcontractor, (ex-)representative of either Party or by a third party to whom Confidential Information has been disclosed as referred to in Article 9.1, the Parties shall automatically and without any notice of default owe fixed damages of 10,000 EUR per breach, without prejudice to the right of the other Party to claim higher damages if it can prove that its actual damages are higher. 1

      Artikel 10.  LIABILITY

      • MTH shall make every effort to perform the Services that are the subject of this Agreement with care, where appropriate in accordance with the arrangements established in this Agreement. It is expressly agreed that MTH's commitments under this Agreement are best efforts obligations, unless a result is expressly promised in writing and the relevant result has also been described in sufficiently concrete terms.
      • MTH cannot be held liable for inherent application errors in the Services, specifically the software, but undertakes to remedy them to the best of its ability, without prejudice to the content of the other provisions of this Agreement.
      • Various external factors, including network usage and the manner in which the Services or third-party software are used, may impact the performance of the Services. MTH makes no warranty as to the suitability, capacity, or expected performance of hardware, software, or services provided by third parties, and bears no responsibility for the interference of the third-party hardware, software, or services on the Services.
      • In the event that the Customer would suffer damage as a result of or in connection with this Agreement, MTH's liability shall in all cases be limited to (i) the direct and foreseeable damage; (ii) the damage which is the direct and immediate result of a serious fault or gross negligence of MTH or its appointees; (iii) the damage reported to MTH by registered mail within two (2) months after the Customer learns of the damage or after the time when the Customer should reasonably have learned of the damage; and (iv) for all damage occurring during a contract year, limited to 100% of the amount paid by the Customer to MTH under the Agreement during the relevant contract year.
      • If the Customer is held liable by third parties as a result of the access rights granted to End Users, this cannot lead to liability on the part of MTH.
      • MTH shall not be liable either contractually, extra-contractually, or otherwise for any indirect damages of any kind such as loss of profits, business, contracts, revenues, anticipated savings, goodwill, loss of or damage to data, or any indirect losses or damages whatsoever arising under or in connection with this Agreement.
      • In the context of Events, the Customer enters into a contract directly with the Event organizer. MTH is not a party to the contract between the Customer and the Event organizer. MTH cannot be held liable for any damage resulting from the cancellation of the Event by the organizer. Should the Customer or any of his appointees suffer direct or indirect damage as a result of an Event, the Customer shall only be able to recover such damage from the responsible organizer of the Event in accordance with the applicable terms and conditions. If the Customer instructs MTH to register appointees to participate in an Event, the Customer warrants that the Customer has consulted the applicable terms and conditions in advance and agrees to them unconditionally, including any limitations of liability. If the Customer has not consulted the applicable terms and conditions or does not unconditionally agree to them, the Customer must notify MTH in writing before giving the instruction to register appointees.

      Artikel 11.  DURATION AND TERMINATION

      • The Agreement takes effect on the Start Date for the duration of the fixed initial period stated on the Order Form.
      • After the expiry of the fixed initial period, the Agreement will be renewed for periods of one (1) contract year for annual subscriptions and 1 month for monthly subscriptions.
      • After the fixed initial period, either Party may terminate the Agreement annually in via the online client portal provided that five (5) days' notice is given prior to the effective date of the annual contract renewal. Fees already paid (or which should have already been paid) shall not be refunded.
      • Notwithstanding Articles 6 and 11 of this Agreement, either Party may terminate this Agreement if the other Party fails to comply with the provisions of this Agreement and such failure is not corrected within one (1) month after written notice by registered mail, unless the other Party is in a state of bankruptcy. In that case, the Agreement may be terminated immediately and without notice by registered letter. 
      • If MTH should be declared bankrupt, if it obtains a judicial composition, or if it is liquidated without the purpose of such liquidation being a reconstitution or merger, the Customer shall be free to terminate the Agreement immediately and unconditionally by giving written notice to MTH or to any physical person or legal entity that takes on the performance of the Agreement.
      • Termination of the Agreement, for any reason, shall mean that the Customer and its affiliated End Users will no longer have access to the Application and the content and data available thereon as of the termination. The Customer and the End User may obtain an export of this data upon written request to MTH.

      Artikel 12.  APPLICABLE LAW AND COMPETENT COURT

      • This Agreement is exclusively governed by Belgian law.
      • In the event of a dispute regarding the application of one or more provisions of this Agreement and/or the Appendices, the Parties undertake to make every effort to resolve the dispute amicably and in good faith.  In the absence of an amicable settlement, only the Dutch-speaking courts of Antwerp shall be competent to take cognizance of disputes originating in this Agreement.

      Artikel 13.  FINAL PROVISIONS

      • If a Party is affected by an instance of Force Majeure, it shall immediately notify the other Party of the nature and extent of the circumstances in question. The Parties shall not be liable for any default under this Agreement, or for any delay in performing the Agreement, if such default is due to the occurrence of an instance of Force Majeure.
      • This Agreement shall not be assigned by either Party to others without the prior written consent of the other Party. However, this does not apply to transfers to associated or acquired companies or legal successors of either Party, for which no consent is required.
      • This Agreement constitutes the entire consensus of the Parties with respect to its subject matter and supersedes all prior or existing agreements between the Parties with respect to its subject matter. This Agreement may only be amended in writing, after joint signature by the Parties.
      • The nullity or invalidity of a provision or part of a provision of this Agreement shall not affect the operation and validity of the remaining provisions. In such event, the Parties shall endeavor to replace or modify the provision in question to the extent necessary to make it valid and enforceable. The Parties shall in that case negotiate in good faith and will strive for an adjustment that leaves the original purport of the provision intact as much as possible. If this proves impossible, only that provision shall be considered non-existent.
      • If there should be any conflict between the provisions of this Agreement or any of its appendices, the provisions of the Appendix shall prevail. Should there be a conflict between the provisions of this Agreement or the Order Form, the provisions of the Order Form shall prevail.