Terms and Conditions

Product

The Product is VirtualPools. A description of the Product can be found under 1.1. product.

Services

Services provided by Soulmade BV including the development of 3D models, giving workshops or other things to support the Customer for the use of the Product.

Application

The VirtualPools application developed for the iOS operating system.

Online Dashboard.

The VirtualPools dashboard that the Customer can access online and on which the Customers can manage business.

Account

The user linked to our database. The data is provided by the customer.

Seat

A Device on which the software may be used with the License.

Device

The hardware on which the application is used. In this case, an iPad Pro.

Affiliated Company

The company associated with a Party, as defined in Article 1:20 of the Belgian Companies and Associations Code.

Agreement

The agreement entered into by the Parties with respect to the Product and/or Services when the Customer accepts VirtualPools' Terms of Service in writing or electronically and which applies to the business relationship between the Parties.

License

The software license for the Application, Online Dashboard and all associated usage rights provided by Soulmade BV to the Customer and its users.

Subscription

A subscription is a contractual arrangement between Soulmade BV and the Client that includes a specific License and a number of Seats for a specified period of time.

License Fee.

The periodic amount the Customer pays for the use of the License, based on the type of License and the number of Seats.

Customer

Any natural or legal person who enters into an Agreement with Soulmade BV. Since VirtualPools is intended exclusively for internal business purposes, each Customer is considered an "enterprise" in the sense of the Belgian Code of Economic Law and therefore cannot be a "consumer" in its commercial relationship with Soulmade BV.

Party

Every party to the Agreement, either Soulmade BV or the Client. Soulmade BV and the Client are collectively referred to as the "Parties".

1. General

1.1 Product

Soulmade BV has developed a product called VirtualPools. This is a software Application that is made for iPad Pro Devices. The Application may only be used with an iPad Pro device, because otherwise several functionalities do not work properly.

The Product can be used by pool vendors and pool brands to visualize real-time pools. The Product only intends to provide a visual impression about the size, position and configuration of a swimming pool. The responsibility as to how far this visualization matches or will match the final product lies entirely with the Customer. In addition, the software Application offers possibility to perform basic measurements. The responsibility over the correctness of these measurements also lies with the Customer. VirtualPools has, in addition to a software Application, an Online Dashboard on which the Customer can manage its account and other matters.

1.2 Conclusion of the Agreement.

When ordering the Product and/or Services, either through the Website or by any other means, the Customer will always be asked to accept VirtualPools' Terms of Service. The Customer enters into an Agreement with Soulmade BV upon acceptance of the Terms of Service.

The Customer expressly acknowledges that any acceptance of the Terms of Service electronically gives rise to a valid Agreement. This is fully in accordance with the provisions of the Belgian Code of Economic Law. Within the limitations permitted by law, Soulmade BV may use any available electronic files to prove the existence of the Agreement.

Anyone entering into this Agreement on behalf of a legal entity represents and warrants that they are legally authorized to bind this legal entity to these Terms of Service.

Soulmade BV is at all times entitled to request additional information about the signatory and the (potential) Client. Soulmade BV is entitled to terminate the Agreement or suspend the performance of the Product and/or the Services in case of (i) doubt about the identity of the signatory, (ii) doubt about the creditworthiness of the (potential) Customer and (iii) indications that the (potential) Customer intends to resell the Product and/or the Services without the express permission of Soulmade BV. This termination of the Agreement or suspension of its execution will under no circumstances entitle the other party to any form of compensation or damages.

1.3 Delivery

After signing a (digital) offer or online payment, the process is started to give the Client access to the Product. At this time, the Customer can create an Account to log in with on their devices. The Application will be made available on the Apple Appstore and the Online Dashboard is available through the website. If for any reason the Application or the Online Dashboard is temporarily unavailable Soulmade BV will make every effort to make it available again as soon as possible. If the Application or the Online Dashboard is unavailable on the Apple Appstore for longer than 14 business days the Client will be entitled to a refund of payment for the number of days the Application was unavailable. This refund must be requested within 30 days and will only be given upon the Customer's request.

1.4 No right of withdrawal

Pursuant to the Belgian Code of Economic Law or WER, any consumer (i.e., any natural person acting for purposes outside his trade, business, craft or profession) has a right of withdrawal for Products and/or Services purchased via the Internet, by e-mail or by telephone.

Since the Product and/or Services are exclusively intended for business purposes, each Customer in its commercial relationship with Soulmade BV is considered a "company" in the sense of the Belgian Code of Economic Law. Consequently, under no circumstances can our Customers exercise a right of withdrawal, with respect to neither the License, nor the Introductory Services, nor any customization done for the Customer.

1.5 Scope of application

The commercial relationship between Soulmade BV and the Client is exclusively governed by these Terms of Service. This Agreement replaces and supersedes all previous agreements related to the Product and/or Services that may have existed between the Parties.

These Terms of Service always take precedence over the Customer's general and/or purchase conditions.

1.6 Amendments to the Agreement.

Soulmade BV reserves the right to change its Terms of Service, prices, the Product and/or Services at any time in the future. Soulmade BV undertakes to notify the Customer of these changes through a Communication. These changes will take effect after a reasonable period of time has passed after Soulmade BV's communication to the Customer.

2. Subscriptions & Prices

2.1 The price

All prices are exclusive of VAT and/or other taxes and (local) levies. All prices are in EURO and also payable in EURO.

The price is determined by the type of License and the Customer's choice of a monthly or annual contract. The Products taken and corresponding prices are always clearly displayed before the payment procedure.

2.2 Duration

An order can be a monthly or an annual contract. This choice determines the duration of the subscription period.
All contracts are automatically renewed if no cancellation has been made by the Customer 14 days before the renewal date.

2.3 Stopping or modifying a license

To stop or modify a contract, the Customer must contact Soulmade BV via the contact form on the VirtualPools website or via the Account setting menu provided on the Online Dashboard. Soulmade BV undertakes to implement discontinuations of Licenses within five business days of the Customer sending the form.

If the Customer requests a cheaper Subscription, the fees already paid for the already confirmed period will not be recovered. This change must be made manually by Soulmade BV and is done within 10 working days.

The Customer can initiate a more expensive Subscription through the Account settings menu on the Online Dashboard. After approval, the changes will be implemented immediately and an invoice will be sent with the pro rata cost of the changes. From then on, only the new Subscription is valid. The agreed duration of the Subscription will be maintained.

Soulmade BV is at all times entitled to discontinue the Customer's License when:

• The Customer materially breaches any provision of these Terms of Service.
• To the extent it considers it still useful, Soulmade BV will first inform the Customer of the breach and request it to (i) rectify the situation and (ii) cease committing the breach and, if possible, (iii) prevent such breach or breaches in the future;
• the Customer uses the Product and/or Services for unauthorized, illegal and/or inappropriate purposes;
• the Agreement with the Customer is based on incorrect or erroneous information provided by the Customer;
• or the Customer ordered the Product and/or Services for reasons that cannot be considered objectively reasonable and acceptable

In the event of such a termination of Soulmade BV, communicated by e-mail, the Agreement will be automatically terminated without notice or compensation and without prejudice to Soulmade BV's right to demand additional compensation from the Customer. An exception is the right of Soulmade BV to demand compensation if there is image damage to the Product as a result of the Customer's infringement. It is up to Soulmade BV to prove the image damage and its magnitude. Soulmade BV is entitled to refuse any request from the Client for the conclusion of a (new) Agreement regarding the use of the Product and/or Services.

In case of termination of the License by Soulmade BV the Account of the Customer will be deactivated within a reasonable period of time. The Customer will no longer be able to use the Product on any of its Devices.

In the case of termination of the License by the Customer, the Account will be deactivated after the first day of the renewal date. The Customer will then no longer be able to use the Product on any of its Devices.

The deletion process is described in the Privacy Statement.

2.4 Promotions

All promotions, commercial offers, discounts and announcements communicated by VirtualPools through its Website, by email or in any other form (including, among others, catalogs, brochures, newsletters, leaflets and other publicity announcements) are entirely without obligation and the Customer should only consider them as an invitation to order the Product and/or Services.

Any commercial discounts to the usual prices granted orally (e.g. by telephone) must be confirmed in writing (e.g. on the corresponding invoice) to be valid.

2.5 Payment and Invoicing.

The Client expressly agrees that Soulmade BV will issue electronic invoices, unless the Parties agree otherwise in writing. Soulmade BV will send all invoices under this Agreement to the electronic address that the Customer provided when ordering the Product and/or Services or can be found by the Customer on the Online Dashboard. It is Customer's responsibility to keep its billing information current. The Customer is not released from its payment obligation and the consequences of late or non-payment in the event Soulmade BV prepares and sends an invoice with the Customer's outdated invoice information.

All invoices sent by e-mail must be paid within 30 calendar days. All invoices arising from an online order must be paid immediately. For any invoice not paid in full or in part by the due date, the Customer shall be liable - ipso jure and without prior notice of default - to pay interest on arrears at the rate of 1% per month. A month already started shall in this case count as a full month. The amount thus owed is furthermore increased by all collection costs paid by Soulmade BV, plus 20% of the invoice amount, with a minimum of €150 (excluding VAT) by way of fixed compensation, without prejudice to Soulmade BV's right to demand higher compensation.

If the Client fails to pay one or more invoices, Soulmade BV is entitled to temporarily suspend access to the Product and/or Services until it has received actual and full payment from the Client. However, the temporary suspension of access to the Product and/or Services does not affect the continuation of the Term. In addition, Soulmade BV may unilaterally terminate the Agreement if the Customer fails to pay or repeatedly fails to pay on time.

In the event of non-payment or late payment, all other invoices from Soulmade BV to the Client become immediately due and payable, even if they are not yet due, and all permitted payment terms no longer apply. The same applies in case of impending bankruptcy, judicial or amicable dissolution, cessation of payment, as well as any other fact indicating the insolvency of the Client.

3. Use

3.1 Use of the Application & Devices

The Client can install the Application on iPad Pro devices from Apple. Soulmade BV has in no way anything to do with the operation of the Device and/or any problems the Device might experience. The purchase, maintenance and use of the Device is the full responsibility of the Client.

Installation of the Application is done through the use of the Apple Appstore. To download the Application, create an Account and log in, the Customer needs an internet connection on the Device. Any connection problems of the Application related to the connection strength, Firewalls and/or other technical problems of the Customer are the responsibility of the Customer to solve.

Once the logins are done the Customer can use the Application for 30 days without internet connection. After this period, the Customer must again have an internet connection to log back in. After this, another 30-day period starts.

All parts of the Device must be in good condition to ensure proper operation of the Application.

The language of the Application is anno 2023 English and may later be issued in different languages.

The user must have good eyesight to use the Application.

3.2 Use of Seats

Each Device on which is logged in with the Customer's Account. Each Device occupies a Seat. When there are no more Seats available on the Customer's Account, the user will automatically be logged out. The Customer may only use the exact number of Devices corresponding to the number of Seats available for his Account. If the Customer tries in any way to use more Seats at the same time than are available in his Account, Soulmade BV is entitled to suspend the Account and ask for compensation.

3.3 Limitations.

The rights granted under the Agreement are subject to restrictions. The Customer undertakes to use the Product exclusively for its internal business purposes and in accordance with all applicable laws, rules and regulations issued by the government.

The Customer undertakes to use the Application solely for generating non-binding visualizations that could help its Customer to purchase its products.

The Customer undertakes not to use the Product for activities that are or may be directly or indirectly unlawful, harmful, threatening, insulting, intimidating, malicious or defamatory and not to perform any acts that violate the (intellectual property) rights of Soulmade BV, its Affiliates or a third party.

The Customer agrees that compliance with this article is an essential point of the Agreement.

The Client agrees not to misuse the Product and to comply with the restrictions imposed.

4. Other

4.1 Intellectual Property.

The Client expressly acknowledges that Soulmade BV and its Affiliates are and remain the sole owner of the Product and/or other intellectual property rights relating thereto. All such rights and goodwill are and will remain vested in Soulmade BV and its Affiliates.

Consequently, the License granted to the Client pursuant to this Agreement (see Article 5.2) implies exclusively the right to use - for a License Fee - the Product. Under this Agreement, Soulmade BV does not grant implicit Licenses.

Under no circumstances is/grants such a Licence:

• a transfer of ownership of the Product and/or Services by Soulmade BV to the Client;
• the Client any right to the Product, nor to trade names and/or trademarks of Soulmade BV or its Affiliates; or the Client the right to request Soulmade BV to provide it with a copy of any software or other products used by Soulmade BV to provide the Product and/or Services.
• Consequently, the Customer may not use any trademark, trade name or brand name of Soulmade BV or its Affiliates (such as, among others, its use in meta tags, keywords or hidden text) without the express written permission of Soulmade BV and/or its Affiliates.

Without prejudice to the right of the Client or any third party to challenge the validity of any intellectual property of Soulmade BV, the Client shall not take, nor allow any third party to take, any action that could invalidate or contravene any intellectual property rights of Soulmade BV. This includes patents, copyrights, registered designs, trademarks or other industrial or intellectual property rights. Furthermore, the Client will also not neglect anything, nor allow a third party to neglect anything that would have the same effect.

The Customer undertakes to notify Soulmade BV of any actual, threatened or suspected infringement of any intellectual property right of Soulmade BV of which it would become aware, as well as any claim by a third party as a result of using the Product and/or Services.

All forms of copying the Product and/or content in the Application or from the Online Dashboard are strictly prohibited and will result in fines and/or prosecution.

4.2 Liability.

Soulmade BV offers VirtualPools only for the purpose of a visual simulation to facilitate the Customer's sales process. There is no guarantee from Soulmade BV about the opinion of the end customer (customer of the Client) about these visualizations. Soulmade BV can in no case be held liable about damages caused by a wrong interpretation of the images and data provided by the Application or the Online Dashboard. It is solely up to the Client to verify that the visualizations and data are correct before showing them to the Client.

Soulmade BV does not guarantee that the Product and/or services will meet all of the Customer's requirements. It is up to the Client to check before selling whether the Product will meet its requirements. The Client can do this by visiting Soulmade BV for a live demonstration of the Product.

Soulmade BV also does not guarantee that the Product and/or Services will not contain errors and/or be interrupted, nor that all errors and/or bugs will be fixed and is completely free of viruses.

Furthermore, Soulmade BV is also not liable for:

• indirect and/or consequential damage (including, among other things, loss of income, loss of goodwill and damage to the Client's property caused by the Product and Services). This limitation of liability also applies when Soulmade BV was specifically informed by the Customer about the possible loss;
• defects that were directly or indirectly caused by an act of the Client or a third party, regardless of whether they were caused by fault or negligence;
• damage caused by the use of the Product and/or Services for a purpose other than the purpose for which it was developed or intended by Soulmade BV;
• additional damage caused by the continued use by the Customer, the Administrator and/or the Users after a defect was detected;
• The loss or misuse of Customer data, unless this would be the fault of Soulmade BV alone;
  damage caused by the failure to comply with any advice and/or guidelines allegedly given by Soulmade BV, which the latter always provides on a discretionary basis;
• damage caused by force majeure or 'hardship'

The liability of Soulmade BV will remain limited to the lowest of the following two amounts: (i) the invoice value of the last invoice relating to the Product and/or Services, or (ii) the amount of the payment of the insurance taken out by Soulmade BV. However, liability will in any case be limited to the legal liability under Belgian law.

The Client accepts that it must always inform Soulmade BV as soon as possible of any damage it has suffered as a result of using the Product and/or Services. Any aggravation of the damage caused by Soulmade BV not being so promptly notified is not the fault of Soulmade BV.

Unless explicitly stated otherwise in these Terms of Service and to the extent permitted by law, the Product and/or Services as well as the Documentation and any other Products and/or Services provided by Soulmade BV are provided on an 'as is' basis. Accordingly, Soulmade BV disclaims all other possible promises, conditions, representations and warranties - both express and implied - including, among others, any implied warranties of fitness for a particular purpose, satisfactory quality, reasonable skill and care, system integration and/or data accuracy.

All objects visualized with the Product are representations / virtual and cannot be used as real objects. Soulmade BV is not liable for physical or other damages resulting from a the Customer or third parties attempting to use the virtual objects as real objects. Examples can be trying to dive into a virtual swimming pool or trying to sit on a virtual deck chair.

When using the application, the Customer or third parties must always observe their surroundings. Soulmade BV is not liable for physical or other damages incurred by a Customer or third parties while using the application.

4.3 Helpdesk

Soulmade BV offers its Customers the possibility to check at any time, live and in real time the availability of the Product and/or Services through its Website.

Should problems arise with the availability of the Product and/or the Services, Soulmade BV undertakes to do its utmost to resolve the problem as quickly as reasonably possible, without however giving any guarantee as to response and resolution time. In each case and where appropriate, Soulmade BV will be free to determine what, if any, may be considered an appropriate solution or compensation with respect to its Clients in this regard.

Soulmade BV aims to maintain the quality of the Product and/or Services by performing regular maintenance and updates. Soulmade BV undertakes to minimize the impact of such maintenance activities and updates on the availability of the Product and/or the Services, but does not exclude any downtime in this respect. In any case, Soulmade BV will do its utmost to inform the Customer of this in due time, unless this is impossible or not useful (such as in urgent cases).

Under no circumstances will Soulmade BV be obliged to compensate the Client for downtime.

All issues, questions and disputes relating to the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the provisions of Belgian law.

All disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be settled exclusively by the courts of the place where Soulmade BV has its registered office.

VirtualPools - A Product created and distributed by

Soulmade BV

IJzerenpoortkaai 3

2000 Antwerp

Belgium

BE0662523460

Contact: info@virtualpools.io