Terms of sale.

01Purpose and scope

These general terms and conditions apply to all services provided by TWKL Venture SRL, a company incorporated under Belgian law, registered with the Crossroads Bank for Enterprises under number BE 0800.065.007, with its registered office at Rozenhof 6, 3300 Tienen (the "Provider").

They apply to any natural or legal person acting in the course of their professional activity who orders a service from the Provider (the "Client").

Placing an order implies unreserved acceptance of these terms. They prevail over the Client’s own purchasing terms, unless otherwise agreed in writing and signed by both parties. The Provider’s failure to invoke a clause does not constitute a waiver of that clause.

The Provider reserves the right to amend these terms. The applicable version is the one in force on the date the quotation is accepted.

02Quotations and formation of the contract

Every service is the subject of a written quotation setting out the scope, deliverables, indicative schedule and price. Unless stated otherwise, a quotation is valid for thirty (30) calendar days from its issue date.

Formation of the contract

The contract is formed on the earlier of:

• signature of the quotation by the Client, including by electronic signature or online validation;
• receipt by the Provider of the deposit referred to in article 3.

Electronically signing a quotation involves verifying the signatory’s email address and recording technical data (IP address, browser, timestamp) that constitutes proof of this commitment. Details of this processing are set out in our privacy policy.

Information submitted by the Client through the Provider’s online forms is used to prepare the quotation and the project. It does not constitute an order and does not bind the Client until the quotation is accepted.

Changes to scope

Any request falling outside the scope described in the quotation is subject to a priced amendment. No additional work is carried out without the Client’s prior written agreement.

The professional Client does not benefit from the right of withdrawal provided for by the Code of Economic Law, which is reserved for consumers.

03Prices, deposits and payment

Prices are expressed in euros and are exclusive of value added tax. Belgian VAT at the applicable rate is added, unless the reverse-charge mechanism applies to a taxable Client established in another EU Member State, who must then provide a valid intra-Community VAT number.

Payment schedule

Unless the quotation provides otherwise, payment is made in two instalments:

• a 40% deposit on order, receipt of which triggers the start of the work;
• the 60% balance on final delivery, before going live.

The amounts and split stated in the quotation prevail over the percentages above.

The deposit is non-refundable if the Client withdraws after work has started, since research, design and resource allocation have already been committed.

Payment terms

Invoices are payable within thirty (30) calendar days of their issue date, by bank transfer to the account stated on the invoice. No discount is granted for early payment.

The Provider reserves the right to withhold go-live or delivery of the deliverables until the balance has been paid in full.

04Late payment

In accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, any invoice unpaid on its due date gives rise, automatically and without prior formal notice, to:

• late payment interest at the statutory rate applicable to commercial transactions;
• a fixed sum of EUR 40 for recovery costs, without prejudice to the right to claim reasonable compensation for recovery costs exceeding that amount.

Where payment is more than thirty (30) days late, the Provider may suspend all work in progress and demand immediate payment of all sums due, including those not yet fallen due.

Any dispute regarding an invoice must be notified in writing within fifteen (15) days of receipt, failing which the invoice is deemed accepted.

05Client cooperation and lead times

Successful delivery requires the Client’s active cooperation. The Client undertakes to supply, within the agreed deadlines, all necessary materials: copy, images, logos, technical access, domain credentials and approvals.

The Client warrants that it holds the rights to all materials it supplies and indemnifies the Provider against any third-party claim in this respect, in particular regarding copyright, image rights or trade mark rights.

Lead times

Stated lead times are indicative and run from receipt of the deposit and of all requested materials. They are automatically extended by the duration of any delay attributable to the Client or to a third party.

If the Client fails to respond for a continuous period of sixty (60) days, the project is deemed suspended at the Client’s initiative. The Provider may then invoice the work completed and make resumption conditional on a new schedule.

06Regional grants

The Provider offers the Client support in preparing an application for digital transformation funding from the competent Region: Brussels-Capital Region, Walloon Region or Flemish Region, depending on the location of the Client’s place of business.

Nature of the service

This support consists of assessing the apparent eligibility of the application, gathering supporting documents, producing quotations in the required format and assisting the Client with administrative formalities. It is an obligation of means, not of result.

Intervention rate

The rates communicated by the Provider, in particular any reference to funding of up to a maximum of 70%, correspond to the theoretical ceilings set by the regional schemes at the date of the offer. They in no way guarantee the amount that will actually be granted.

The rate actually applied depends on, among other things, the size of the undertaking, its sector, the nature of the expenditure, the available budget and the European rules on de minimis aid.

Consequences of a refusal

The Client expressly acknowledges that:

• the price agreed in the quotation is payable in full, irrespective of whether the grant is obtained, of its amount or of its payment date;
• a refusal, reduction, delay or withdrawal of the grant by the Region gives rise to no price reduction, compensation, refund or termination of the contract;
• the Provider incurs no liability by reason of a negative decision of the regional authority, a change in regulations or the exhaustion of regional budgets;
• the Client remains solely responsible for the accuracy of the information it submits in support of its application, and for complying with its own reporting obligations.

As regional schemes change frequently, the Client is invited to verify the conditions in force with the competent authority before committing.

07Solidarity commitment

The Provider voluntarily undertakes to allocate 50% of the net profit generated by its website design activity alone, as shown in its approved annual accounts and after tax, to financing social-purpose projects, in particular those run by Agir Ensemble ASBL.

Basis of the commitment

The commitment relates exclusively to the net result of the web design activity, after allocation of direct and indirect costs and after tax.

The following are therefore excluded from the basis:

• turnover of any kind — the commitment never relates to gross revenue;
• revenue from hosting, domain names and re-invoiced third-party services;
• revenue from maintenance and support contracts;
• any other activity of the Provider unrelated to website design.

Scope of the commitment

This commitment is an internal policy of the Provider. It relates to an annual result, not to the price of any particular service. Payment of an invoice by the Client therefore gives rise to no direct, individualised or traceable allocation to any specific project.

It follows that:

• the Client may claim no right over the sums paid on, nor require their allocation to a beneficiary of its choosing;
• no tax receipt for a donation is issued to the Client, the payment being made by the Provider in its own name;
• where there is no net profit for a financial year, no payment is due in respect of that year;
• the Provider remains free to select the beneficiary projects and to adjust this commitment for future financial years, without affecting current contracts.

The Provider endeavours to report publicly, once a year, on the amounts allocated and the projects supported.

08Delivery and acceptance

On completion, the Provider makes the website available to the Client on a staging environment. The Client has fifteen (15) calendar days to submit written comments.

Failing any comment within that period, or where the Client puts the site live itself, acceptance is deemed unconditional.

Unless the quotation provides otherwise, the service includes two rounds of corrections covering discrepancies from the approved scope. Requests amounting to a change of graphic or functional direction constitute new work, priced separately.

The Provider does not guarantee a strictly identical rendering across all browsers and devices. Compatibility is ensured on the two most recent major versions of the most widely used browsers.

09Intellectual property

In accordance with Book XI of the Belgian Code of Economic Law, the economic rights in works created specifically for the Client — designs, interfaces, project source code — are assigned to the Client upon payment of the price in full, for the statutory term of protection and worldwide, for the purpose of operating the website.

Expressly excluded from this assignment are:

• the Provider’s generic components, libraries, frameworks and pre-existing tools, on which the Client receives a non-exclusive, non-transferable licence limited to the project;
• third-party elements subject to their own licence, in particular open-source software, typefaces and image libraries, compliance with which is the Client’s responsibility;
• the Provider’s know-how and working methods.

Until payment in full, the Provider retains ownership of the deliverables and the Client holds only a provisional right of use for acceptance testing purposes.

Unless the Client objects in writing, the Provider may cite the project and reproduce visuals of it in its commercial references, and include a discreet credit as author in the site footer.

10Hosting, domain name and maintenance

Hosting and domain name

These services are not included in the design price, unless expressly stated in the quotation. The Provider may set them up and administer them on the Client’s behalf; it then acts merely as an intermediary and the relevant supplier’s terms apply.

These services give rise to a recurring subscription, invoiced in advance at the frequency stated in the quotation, monthly or annual depending on the plan chosen. The subscription renews automatically for an identical period unless terminated in writing at least thirty (30) days before the renewal date.

Prices follow those of the suppliers and technical providers. They may be revised at each renewal, subject to the Client being informed at least thirty (30) days in advance; the Client may then terminate free of charge before the change takes effect.

Maintenance contracts

The Provider offers maintenance contracts, taken out separately and optional. Depending on the plan chosen in the quotation, they may include security updates, regular backups, uptime monitoring, correction of faults, an allowance of minor enhancements and support with an agreed response time.

They are invoiced by monthly or annual subscription, payable in advance, and renew automatically on the same notice terms as above. Work outside the package is priced separately.

In the absence of a maintenance contract, the Provider provides no monitoring, backup or updates after acceptance. The Client alone bears the consequences, in particular as regards security.

Conformity warranty

Irrespective of any maintenance contract, the Provider will correct free of charge, for three (3) months from acceptance, any non-conformity with the approved scope reported to it in writing. This warranty does not cover malfunctions resulting from third-party intervention, modification by the Client, hosting failure or changes to an external service.

11Liability

The Provider is bound by an obligation of means. It performs its services in accordance with professional standards and good practice.

Its total contractual liability, on any ground whatsoever, is limited to the amount excluding VAT actually paid by the Client in respect of the service giving rise to the damage. This limitation applies neither to wilful misconduct, nor to gross negligence, nor where the law prohibits it.

The Provider is in no event liable for indirect damage, in particular loss of turnover, profit, customers, data or reputation.

Nor is it liable for:

• interruptions or failures of networks, hosting providers and third-party services;
• the consequences of a computer intrusion despite the implementation of reasonable measures;
• the site’s ranking in search engines, which depends on algorithms beyond its control;
• content published by the Client, who remains solely responsible as publisher;
• decisions of the regional authorities regarding grants, in accordance with article 6.

12Termination

In the event of a serious breach by either party of its obligations, the other party may terminate the contract automatically thirty (30) days after a written formal notice has remained without effect.

Where the Client terminates for a reason not attributable to the Provider, the work actually completed at the date of termination is payable and the deposit remains acquired by the Provider.

Where termination is due to the Provider’s fault, the Client is refunded the sums paid corresponding to work not performed, to the exclusion of any other compensation.

The articles relating to intellectual property, liability, confidentiality and governing law survive the end of the contract.

13Personal data

Each party complies with Regulation (EU) 2016/679 (GDPR) and the Belgian Act of 30 July 2018.

In respect of the data of its own prospects and clients, the Provider acts as data controller. The arrangements are described in the privacy policy.

Where it processes data on the Client’s behalf as part of a technical service, the Provider acts as processor within the meaning of article 28 GDPR. A data processing agreement is then concluded, specifying the purpose, duration, security measures and the fate of the data at the end of the contract.

The parties undertake to keep confidential all non-public information exchanged, for the term of the contract and three (3) years thereafter.

14Governing law and jurisdiction

These terms are governed by Belgian law, excluding its conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

In the event of a dispute, the parties undertake to seek an amicable solution before bringing any legal action.

Failing agreement, the courts of the judicial district of Flemish Brabant, Leuven division, have exclusive jurisdiction, without prejudice to mandatory rules of territorial jurisdiction.

The possible invalidity of one clause does not affect the validity of the others. The invalid clause is replaced by a valid provision of equivalent economic effect.

In the event of a discrepancy between the French version and a translation, the French version prevails.