1. General

1. Carioka BV is a company governed by Belgian law, whose registered office is at rue Armand Campenhout 11, 1050 Brussels, and registered with the Crossroads Bank for Enterprises under number 0748.723.796 (the “Company“).
2. The Company offers companies and individuals the opportunity to offset their carbon impact by investing on its behalf in environmental projects developed by partners of the Company and chosen by it on the basis of a charter of values (the “Service” or “Services“). The Company also provides ancillary Services (team building activities, reporting, etc.).
3. The client (the “Client“) consents to the unreserved application of these general terms and conditions of sale (the “General Terms and Conditions of Sale“) and waives, where applicable, the application of any contradictory provisions of its own general terms and conditions or any other provision that contravenes the General Terms and Conditions of Sale.
4. The Client acknowledges that it has read and understood the General Terms and Conditions of Sale prior to the acceptance of any request or offer transmitted to or by the Company, as well as the general terms and conditions of use (the “General Terms and Conditions of Use”) and the Company’s Privacy Policy, with which they form an inseparable whole.
5. These documents are available at all times on the Company’s Website and can easily be printed or saved by the Client on a durable medium (paper or electronic).
6. The General Terms and Conditions of Sale apply to the agreement (the “Agreement“) concluded between the Company and the Client and through which the Company provides the Client with the Service and to the entire contractual relationship resulting therefrom.
7. The Company and the Client are referred to individually as a “Party” and collectively as the “Parties” to the Agreement.

2. Offer

1. The Company shall provide the Client with an offer of services based on the information provided by the Client and its understanding of the Client’s needs and objectives.
2. Acceptance of the offer by the Client may be inferred from any written, email, purchase order signature or oral acceptance, including tacit but certain acceptance. In the event of an order placed through the Company’s Website, the offer is deemed accepted as soon as the Client validates the order and proceeds to payment.
3. As soon as the offer is accepted by the Client, the Agreement comes into force. If the Client requests a modification of the initial offer or additional services, this will be subject to additional invoicing.
4. Any attachment included in the offer addressed to the Client is an integral part of the Agreement concluded between the Parties.

3. Price

1. In exchange for the Service, the Client shall pay the Company the price indicated in the offer accepted by it and in any other contractual documents brought to its attention, where applicable. Unless otherwise indicated, the price shall be understood as being denominated in euros (EUR) and excluding the application of value added tax (VAT).
2. The total price may, where applicable, detail other costs related to the Services offered (such as, for example, delivery costs, packaging costs, transport costs, installation costs, etc.).
3. The Company reserves the right to modify the Service price at any time and shall inform the Client in writing, in particular for the years following the year in which the Agreement is concluded.  In the absence of any indication to the contrary, the new price shall come into effect on the anniversary date of the Agreement, for the subsequent contractual period. The Client may object to the application of the new price by sending a written notice to the Company, which shall have the effect of terminating the Agreement as of the effective date of the price change. Any price already paid before the entry into force of the modification, for all or part of the Service, will remain acquired by the Company, where applicable.

4. Payment and billing

1. Unless expressly stated otherwise in writing, any invoice issued by the Company shall be payable within fifteen (15) days of the invoice being sent to the Client, by bank transfer, SEPA payment or other means of payment.
2. Any order placed via the Website is payable immediately and conditions the entry into force of the Agreement.
3. In the event of failure to pay within the required time limit, the Agreement shall be deemed to be terminated by operation of law, without prejudice to compensation by the Client for any direct or indirect damage suffered by the Company, in particular for services already performed. 
4. Any delay in payment shall automatically result in the application of late payment interest at the rate of 10% per annum, without prior formal notice, as well as a conventional penalty clause of 15% of the invoice amount with a minimum of EUR 250.

5. Responsibility

1. The Company undertakes to deploy its best efforts corresponding to the minimum that the Client is entitled to expect from a normally prudent and diligent professional. Nevertheless, in the exercise of its activities, the Company is only bound by an obligation of means and in view of the information transmitted to it by the Client and by its partners.
2. When determining the carbon offsetting that takes place as a result of the Client’s investment in the environmental projects that it proposes, the Company is not bound by an obligation of result. These figures are given on an indicative basis, considering the state of science and the information made available to the Company. As a result, the Company can never be held liable if the expected result is not achieved or if the information transmitted by the Client or its partners is not correct.
3. The Company may only be held liable vis-à-vis the Client for fraud, serious personal fault or any failure to perform the essential commitments that are the subject of the Agreement, except in cases of force majeure. Force majeure is defined as any cause beyond the Company’s control such as, in particular and without this list being exhaustive, flood, storm, fire, epidemic, strike, lock-down, terrorist risk, default by a service provider, subcontractor or partner or any other event of force majeure that would prevent it from performing its obligations normally, suspend performance for the duration of the cause of force majeure or make the performance of its obligations by the Company significantly more difficult or costly.
4. In the event of the occurrence of a case of force majeure, the Company shall be discharged of its obligations for the duration of the case of force majeure. It will make every effort to resume performance of its obligations as soon as possible. The Client shall remain liable for payment of the price agreed between the Parties, as if the force majeure event had not occurred, unless the Client is considered a customer within the meaning of the Code of Economic Law.
5. Should the Company be held liable, the Company shall only be liable for compensation for direct damages resulting from its personal fault and shall not be liable for indirect damages suffered by the Client, its representatives or other persons concerned, arising in connection with the performance of the Agreement, such as, for example, loss of revenue, loss of profits, loss or damage to data, loss of goodwill, loss of revenue, reputational damage or loss of gain, whether or not the Company has been advised of the possibility of such damages occurring.
6. Should the Company be held liable, the Company’s total liability to the Client under the Agreement shall not exceed the price paid by the Client in the twelve (12) months prior to the occurrence of the damage to the Service for which it is liable. The amount of damages shall, in all cases, be limited to the intervention of the professional liability insurance underwritten by the Company.

6. Confidentiality

The Company will always treat the information entrusted to it with the utmost care. Nevertheless, without prejudice to the applicable legal provisions, the Client is obliged to inform the Company when sensitive information entrusted to the Company requires special attention and/or is confidential.

7. Agreements at distance and customer agreements

1. Any Client meeting the definition of customer within the meaning of the Code of Economic Law has a right of withdrawal for Services acquired through an agreement at distance within the meaning of Article I.8, 15° of the Code of Economic Law.
2. Where applicable, the Client shall have the right to inform the Company of his wish to withdraw from the Agreement defined in Article 2.3 within 14 calendar days from the entry into force of the Agreement, without any reason and without any additional costs other than those provided for in the Code of Economic Law.
3. This right is only applicable if the Client has acquired the Service directly through the Company’s Website or any other system set up by the Company, without any contact with the Company and without directly requesting a personalised offer that has been expressly accepted by the Client.
4. The Client shall inform the Company of its wish to exercise its right of withdrawal in writing, either by means of an unambiguous statement clearly indicating its decision to withdraw, or by duly completing the legal withdrawal form that can be downloaded via the following link: https://economie.fgov.be/sites/default/files/Files/Ventes/Forms/Formulaire-de-retractation.pdf (only available in French or in Dutch).
5. Unless otherwise stated, agreements are concluded for an indefinite period of time. Invoicing shall take place on a monthly basis. Any agreement concluded for an indefinite period may be terminated at any time by the Customer, by simply informing the Company or by changing his payment details on his personal account.

8. Intellectual Property

1. Without prejudice to the General Terms and Conditions of Use, the Client acknowledges that all the elements made available to it by the Company (for example, texts, images, photos, logos, databases, Website functionalities and interface, etc.) are protectable by one or more intellectual property rights (including copyright, trademark law and rights related to the production of databases) held by the Company, regardless of the effective registration of the intellectual property right with any protection authority.
2. The Client shall refrain from using these elements or reproducing them and shall refrain from deleting or adapting any references to the associated intellectual property rights.

9. Modifications

1. The Company reserves the right to modify all or part of the provisions of the General Terms and Conditions of Sale at any time. The Company shall inform the Client of this by making the new version of the text of the General Terms and Conditions of Sale available to the Client on any medium and in particular on its Website.
2. In the absence of any indication, the provisions of the new version of the General Terms and Conditions of Sale shall apply to the contractual relationship between the Company and the Client on the first day of the second month following the date of their communication.
3. If the Client objects to the application of the provisions of the new version of the General Terms and Conditions of Sale, the Agreement shall automatically terminate on the first day of the second month following the date of their communication, unless otherwise agreed by the Parties. Where applicable, the second-last version of the General Terms and Conditions of Sale shall continue to apply to the contractual relationship between the Client and the Company until the date of termination of the Agreement.

10. Complaints

1. The Client may at any time address any complaints to the Company in writing to the following address: info@carioka.be .
2. If the Company and the Client considered as a customer within the meaning of the Code of Economic Law do not manage to reach an amicable settlement, the Client may at any time refer the matter to the Customer Mediation Service: https://consumerombudsman.be/en.
3. The Client may also access an online complaint form at the following address: https://consumerombudsman.be/en/complaint-form.

11. Applicable law and jurisdiction clause

1. The General Terms and Conditions of Sale and any Agreement concluded between the Parties shall be governed by Belgian law.
2. In the event of a dispute, the Parties shall endeavour to settle their dispute amicably. Any dispute relating to the General Terms and Conditions of Sale that cannot be settled amicably, including their validity, execution, interpretation and termination, shall be subject to the exclusive jurisdiction of the competent court for the district where the Company’s registered office is located.

12. Final provisions

1. The fact that the Company does not take advantage of a provision of the General Terms and Conditions of Sale shall not be interpreted as a waiver of the right to take advantage of it in the future.
2. In the event that one of the provisions of the General Terms and Conditions of Sale is declared null and void or without effect, it shall be deemed to be unwritten, without this affecting the validity of the other provisions of the General Terms and Conditions of Sale or of any contractual document concluded between the Parties. As far as possible, the Parties shall provide for the replacement of the invalid provision, in good faith and in the same spirit.