Terms and conditions

Terms and conditions

Terms and conditions

Definitions

Highsail

Highsail is a brand operating in the context of Entourage Studio (legally Entourage Studio (BV)), a limited liability company with its registered office at Brusselsesteenweg 6, 9050 Gent, Belgium, and registered in the CBE under number BE1000702577

Customer

Any legal entity with whom Highsail enters into or is negotiating an Agreement regarding the delivery of Products and/or the provision of Services.

Scope

  1. These General Terms and Conditions apply to all services and products provided or sold by Highsail under the auspices of Entourage Studio (BV). The Customer is deemed to accept the General Terms and Conditions by the decision to negotiate, request a quotation and/or order Products and/or Services from Highsail. Deviations and/or additions to these General Terms and Conditions shall apply only to the extent that Highsail has expressly accepted them in writing, signed by Highsail’s authorized representative(s).

Services and support

  1. Subject to the terms of this Agreement, Highsail shall use commercially reasonable efforts to provide the Customer with the Services in accordance with the service level terms attached hereto as Exhibit B. As part of the registration process, the Customer will use the existing email and help desk infrastructure (including internal or external email servers, email authentication, login systems, help desk software, etc.). Highsail builds upon the Customer's existing infrastructure. Therefore, the Customer is responsible for ensuring the security, efficiency, sustainability, and availability of this infrastructure.

  2. The following events are not taken into account to calculate availability:

    • Scheduled downtime, i.e., the time required to perform regular maintenance activities.

    • Emergency maintenance, i.e., maintenance required to ensure the security, performance or integrity of the Service due to a threat or vulnerability.

    • Force majeure.

    • Downtime resulting from any tort, treatment, or default by Customer or any third party.

    • Downtime due to the Customer's violation of the Acceptable Use Directive.

    • Unavailability of Customer's email or helpdesk infrastructure or other required Equipment.

    • Downtime outside business hours (9 am - 5 pm Monday through Friday), unless characterized as critical in Exhibit B.

  3. Highsail has the right, but not the obligation, to make changes and improvements to the Service, adapting it to the latest standards and practices. It is understood that no core functionalities can be removed without the consent of the Customer.

  4. Subject to the terms hereof, Highsail shall provide the Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.

Quotes

  1. Quotations provided by Highsail constitute a proposal to negotiate and, unless otherwise stated, are no longer valid after 10 calendar days. They are subject to these General Terms and Conditions. Each offer of Highsail is entirely without obligation, unless expressly confirmed in writing with a signature by an authorized representative.

  2. The confirmation or signing of an offer by the Customer does not imply the conclusion of a contract but constitutes an offer by the Customer to conclude a contract, and is considered a purchase order under these General Terms and Conditions. A contract is only concluded when Highsail subsequently communicates a written order confirmation.

  3. Unless explicitly stated otherwise by Highsail, all prices and rates charged by Highsail are exclusive of VAT and other government-imposed levies.

Agreement

  1. Highsail is only bound through written confirmation of customer orders by an authorized person within its organization. Only authorized persons such as directors and representatives authorized by directors can legally bind Highsail. Sales representatives and agents have no authority to conclude contracts.

  2. Alternative delivery times and conditions than those specified in the quotation may be communicated after the Customer’s order and prior to written order confirmation, for example due to changes at suppliers (e.g., availability, configuration, and price changes). In this case, the Customer has the right to waive the contracting.

  3. The Customer guarantees the accuracy and completeness of the requirements and other data provided to Highsail, on which Highsail bases its quotation.

  4. Subsequent agreements or changes are only valid if and as soon as Highsail confirms them in writing.

  5. Circumstances beyond the control of Highsail and of such a nature that the performance of the contract can no longer be reasonably required, as well as cases of force majeure, give Highsail the right to cancel the contract in whole or in part, without the obligation to pay damages.

  6. The Service is accessed via the Internet using an appropriate web browser. The Customer is responsible for ensuring their web browser is compatible with the Service. Highsail cannot guarantee the functioning of its software on hardware or software environments that do not meet the minimum requirements, which may change over time. Performing a software update may require adjustments to the Customer's hardware and/or software configuration at their own expense.

Payment of fees

  1. The Customer shall pay Highsail the applicable fees (the "Fees") as described in the Order Form for the Services in accordance with the terms and conditions set forth therein. The initially determined Fees shall be valid for the first Service Term. Highsail shall have the right to propose changes in the Fees and/or applicable charges effective for the next Service Term no later than two months prior to the end of a Service Term. The new Fees shall be deemed accepted if the Customer does not reject them within one week of such notification. If rejected and no agreement can be reached, the agreement shall terminate upon expiration of the current Service Term. If Highsail does not propose new Fees, the existing Fees remain applicable for a subsequent Service Term.

  2. If the Customer believes that Highsail has billed them incorrectly, they must contact Highsail within 30 days from the date of the first invoice in which the error or problem occurred to receive an adjustment or credit. Any inquiries should be directed to Highsail's customer service department. Fees are due within 30 calendar days of the invoice date. Late issuance of an invoice does not affect the Customer's payment obligation.

  3. Any late payment shall, from the due date and without notice, yield interest in favor of Highsail at the legal interest rate applicable in cases of late payment in commercial transactions, plus administrative fees of EUR 50 per notice of default. Highsail may suspend access to the Service without prior warning in case of late payment or other defaults by the Customer. Continuing the service ad hoc in such cases does not grant any rights to the defaulting Customer.


Duration and termination

  1. Subject to earlier termination as provided below, this Agreement is for the first Service Term as specified in the Order Form and will be automatically renewed for additional periods of the same duration (each a "Service Term" and collectively the "Term"), unless either party requests termination at least 30 days before the end of the then current Service Term or as provided in Article 15.

  2. Either party may terminate this Agreement out of court by simple notice, effective after 30 days (or immediately in the case of non-payment) from the date of receipt of the notice, if the other party materially breaches any of the Agreement’s terms. The Customer shall pay the full amount for the Services up to and including the last day on which the Services are provided.

Warranty and Disclaimer

  1. Highsail will use reasonable efforts in accordance with applicable industry standards to maintain the Services in a manner that minimizes errors and interruptions, and will perform Implementation Services professionally and proficiently. The Services may be temporarily unavailable for scheduled or emergency maintenance by Highsail or third parties, or due to causes beyond Highsail's reasonable control. Highsail will use reasonable efforts to provide advance notice of service interruptions. However, Highsail does not warrant that the Services will be uninterrupted or error-free, nor that particular results will be obtained from using the Services.

Property rights

  1. Techniques, processes, concepts, data, methodologies, and similar materials remain the exclusive intellectual property of Highsail, operating in the context of Entourage Studio (BV), and are considered confidential information. They may be used by Highsail unrestrictedly in its operations and in providing services to other clients. "Intellectual Property" includes, but is not limited to, algorithms, code, concepts, designs, original works, databases, discoveries, ideas, formulas, improvements, inventions, processes, software, trademarks, trade secrets, and all related tangible and intangible rights.

  2. Hardware, software, databases, analyses, manuals, and all other tools made available remain the property of Highsail unless otherwise agreed in writing. The Customer is granted a limited, non-transferable right to access and use the Service during the Agreement’s term. No hardware, software, or information may be transferred to third parties without Highsail’s prior approval. The software may not be reverse-engineered.

  3. Highsail owns and retains all right, title, and interest in and to the Services and Software, including any enhancements or modifications, technology developed in connection with the Implementation Services or support, and all associated Intellectual Property Rights.

  4. The Customer owns all right, title, and interest in and to the Customer Data, as well as any data derived from or based on the Customer Data provided to the Customer as part of the Services.

Confidentiality

  1. "Confidential Information" includes all information exchanged under the Agreement, all data regarding the relationship between the Customer and Highsail, business affairs of the other party, and all information designated as confidential or understood to be confidential.

  2. The following types of information do not constitute Confidential Information:

    1. Information lawfully obtained from a third party.

    2. Information lawfully known to a party prior to entering the Agreement and not arising from prior negotiations between the parties.

    3. Information that enters the public domain not through an act or omission by a party.

    4. Information independently developed without violating the Agreement.

  3. Upon receiving Confidential Information, the receiving party agrees to:

    1. Keep all Confidential Information confidential.

    2. Use it only for permitted purposes, including the Service’s maintenance and contacts between Highsail and the Customer.

    3. Not disclose it to third parties except to persons within the party’s organization who need the information for authorized purposes and are bound in writing by confidentiality.

    4. Protect all drawings, documents, samples, or materials received and return them upon the providing party’s request.

    5. Immediately notify the providing party of any breach of confidentiality and assist in preventing or stopping such breach.

  4. Both parties undertake to take all reasonable measures to ensure confidentiality of the Confidential Information.

  5. Nothing in this Agreement prevents a party from using Confidential Information as required by law, court order, or to enforce rights under this Agreement, provided the disclosing party is notified in advance where practicable, and use is limited proportionately.

  6. The parties comply with all laws and regulations relating to personal data protection.

  7. Highsail is entitled to use the Customer’s name and a general description of the Services performed as reference material.

  8. Confidentiality obligations remain in place for 10 years after the Agreement ends.

Privacy Policy

  1. Highsail, operating under Entourage Studio (BV), provides necessary control measures and regular testing to secure personal data.

  2. Highsail may process personal data if:

    1. The user has consented. By using the systems, the Customer confirms that all affected parties were informed and consented. Consent may be withdrawn at any time, affecting only future processing.

    2. Processing is necessary for performing the Agreement or pre-contractual measures at the user’s request.

    3. Processing is necessary to comply with a legal obligation.

    4. Processing is necessary for a legitimate interest, balanced against privacy rights.

  3. Highsail may share personal data with:

    1. Entourage Studio (BV) and any of its subsidiaries or parent companies (list available upon request).

    2. External processors (public entities, IT service providers, auditors, marketing agencies, lawyers) authorized to process personal data for specific tasks and bound by data protection laws.

    3. If a processor outside the EEA is used, equivalent data protection standards will be ensured, cooperating only with parties meeting GDPR conditions.

  4. Users have the right to:

    1. Access their personal data processed by Highsail.

    2. Restrict processing in certain cases.

    3. Data portability, transferring data to another controller if technically feasible.

  5. Users may exercise these rights by sending a request with a copy of the front of their ID card to privacy@highsail.com (or as designated by Highsail). If a user believes processing violates the GDPR, they may contact the Data Protection Authority (Press Street 35, 1000 Brussels, commission@privacycommission.be, or +32 2 274 48 00).

  6. Data is not kept longer than necessary and is stored on secure servers of compliant hosting providers. Highsail keeps only necessary data to provide optimal service. Upon or after termination, data deletion may be requested. If the Customer uses its own servers, Highsail is not responsible for their management.

  7. The controller of personal data is Entourage Studio (BV), acting on behalf of Highsail, at Brusselsesteenweg 6, 9050 Gent, Belgium, VAT BE1000702577. This entity determines the purposes and means of processing and is the contact point for any questions.

  8. Further data processing specifications are described in a supplementary processing agreement appended to this document.

Limitations and Responsibilities

  1. The Customer shall not, directly or indirectly, modify, translate, or create derivative works from the Services or Software (except where expressly permitted), use them for third parties outside the agreed scope, or remove any proprietary notices.

  2. The Customer is responsible for obtaining and maintaining all necessary equipment and support services to use the Services.

Liability

  1. Highsail’s commitments are obligations of means.

  2. Force majeure does not result in liability for Highsail.

  3. The Customer is responsible for correct interpretation and judicious use of the delivered software and for actions and decisions taken based on it.

  4. Consequential damages or costs resulting from the temporary inoperability of the Services cannot be recovered from Highsail, nor form a reason for terminating the Agreement, as long as Highsail takes action to remedy issues within a reasonable time.

  5. Except in cases of bodily injury or gross or willful misconduct, Highsail, its suppliers, and employees are not liable for:
    (A) Non-gross errors, temporary interruptions, loss or inaccuracy of data, costs of replacement goods, or loss of business.
    (B) Indirect, incidental, or consequential damages (lost profits, sales, enjoyment, production, opportunities, customers, contracts, business disruption, downtime, increased operating costs).
    (C) Matters beyond Highsail’s reasonable control.
    (D) Claims exceeding the fees paid by the Customer to Highsail in the six months preceding the act giving rise to liability.

  6. Disputes arising from these General Conditions shall be subject to the exclusive jurisdiction of the courts of the judicial district of Entourage Studio (BV) / Highsail’s registered office. Belgian law governs these agreements.

No recruitment

  1. Without Highsail’s consent, the Customer may not employ, contract, or otherwise cooperate with Highsail’s employees or service providers during the Agreement and for 12 months thereafter.

  2. If the Customer violates the above, it shall pay Highsail EUR 20,000, due on the date the person is employed or contracted.

Suspension

  1. Highsail may suspend access to the Service if:

    1. The Customer or representative violates the Acceptable Use Policy causing or likely to cause damage.

    2. Highsail must perform emergency maintenance.

    3. The Customer commits a default.

Miscellaneous

  1. If any provision is unenforceable or invalid, it shall be limited or replaced as necessary to preserve the Agreement’s intent. The Agreement is not assignable by the Customer without Highsail’s written consent. Highsail may assign its rights and obligations without consent. The Agreement supersedes all prior agreements. No agency, partnership, joint venture, or employment is created. The prevailing party in enforcement proceedings may recover attorneys’ fees and costs. All notices must be in writing and are deemed given upon receipt or confirmed delivery.