Terms and conditions

01Definitions

• Contractor: b-media Comm.V., Kriekelaarstraat 23, 1981 Hofstade, Belgium, registered in the Belgian Crossroads Bank for Enterprises under number BE 0546.884.614.
• Client: the business entering into an agreement with the contractor. Consumers within the meaning of art. I.1,2° of the Code of Economic Law fall outside the scope of these terms.
• Parties: joint reference to the client and the contractor.
• Agreement: the entirety of the arrangements between the parties, including the quotation, the order confirmation, the SLA (if any) and these terms.
• Assignment: the work to be performed by the contractor as described in the agreement.
• SLA: a separate Service Level Agreement between the parties governing availability, response times or other qualitative commitments.
• Website: a coherent set of digital pages, including associated images, scripts, databases and source code.
• Maintenance: the contractor's integration of changes supplied by the client (texts, images, data) into the existing website, as well as technical and security maintenance.
• Confidential information: any information designated as confidential by a party or which should reasonably be considered as such, in any form, including source code, business data, customer lists and technical plans.
• Personal data: any information relating to an identified or identifiable natural person, as defined in art. 4(1) GDPR.
• GDPR: Regulation (EU) 2016/679 (General Data Protection Regulation).

02Applicability

• These terms apply to every quotation, agreement and service from the contractor to the client, except where expressly deviated from in writing in the agreement, the SLA or a particular arrangement.
• The applicability of the client's general (purchase) terms is expressly rejected, even if stated on the client's documents.
• In the event of conflict between these terms and the agreement, SLA or particular arrangement, the agreement, SLA or particular arrangement prevails.
• If any provision of these terms is declared void, invalid or unenforceable, the remaining provisions remain in full force. The parties will replace the void provision with an enforceable provision whose economic effect is as close as possible.

03Offer and acceptance

• All quotations and offers from the contractor are without obligation and valid for 30 days, unless stated otherwise.
• An agreement is formed when the client accepts the quotation or order confirmation in writing (including email), or pays an invoice.
• Amendments to a concluded agreement are only valid upon written acceptance by both parties. Such amendments may affect price, scope and delivery time; the contractor will communicate the impact in advance.
• A composite quotation does not oblige the contractor to perform part of the assignment against a corresponding part of the stated price.
• Offers and quotations do not automatically apply to future assignments.
• The parties recognise electronic communication (email) as a valid means of evidence.

04Execution of the agreement

• The contractor performs the agreement to the best of its knowledge and ability, in accordance with the standards of good workmanship. Unless expressly agreed otherwise in writing, this is a best-efforts obligation, not a result obligation.
• The contractor may have certain work performed by third parties, without this changing its responsibility towards the client.
• The client ensures that all data, texts, images and access the contractor needs are provided on time, completely and correctly. Failing this, the contractor may suspend performance and charge any additional costs at the applicable rates.
• The contractor is not liable for damage arising from incorrect or incomplete information provided by the client.
• Where performance is in phases, the contractor may suspend work on a subsequent phase until the client has approved in writing the results of the preceding phase. Tacit approval occurs after 10 working days without response following a written request for approval.
• Where work is carried out at the client's premises, the client provides free of charge the facilities reasonably required.
• The client indemnifies the contractor against any third-party claims arising from materials, instructions or data supplied by the client.

05Duration and termination

• The design of a new website or web application is a one-off engagement. The delivery time is agreed in writing.
• A maintenance agreement or SLA has a minimum term of 1 year and is tacitly renewed each year, unless one of the parties terminates in writing at least 2 months before the end of the current term.
• Either party may terminate the agreement with immediate effect, without judicial intervention or compensation, if the other party: (a) fails to comply with a material obligation for 14 calendar days despite written notice, or (b) is declared bankrupt, has requested or obtained judicial reorganisation, or has otherwise lost free management of its assets.
• On termination for any reason, performance already delivered remains payable and invoiceable up to the moment of termination.

06Delivery and delivery time

• Upon receipt of all necessary data and materials, the contractor starts execution as soon as possible and communicates the expected delivery time.
• When designing a new website or web application, the contractor first submits a basic design for approval. If the client does not respond within 10 working days of a written request for approval, the design is deemed approved.
• Stated delivery times are indicative and not strict deadlines, unless expressly agreed otherwise in writing. In case of delay, the contractor can only be put in default in writing, granting a reasonable cure period of at least 21 working days.

07Force majeure

• Force majeure means any circumstance beyond the contractor's control that wholly or partly prevents performance, including (non-exhaustively): natural disasters, war, terrorism, strikes, lockouts, pandemic, internet outages, power outages, prolonged failures at hosting or other providers, cyberattacks, ransomware, DDoS, data loss at third parties, government measures, and any similar event.
• During force majeure, the contractor's obligations are suspended. If force majeure lasts longer than 60 calendar days, either party may terminate the agreement in writing, without compensation.
• Performance already delivered remains payable and invoiceable.

08Prices

• All prices are stated in euro and exclusive of VAT and other taxes, unless expressly stated otherwise.
• For ongoing services (such as hosting and maintenance), the contractor may adjust rates once a year on the anniversary of the agreement, based on the Belgian health index (source: Statbel), using the formula:
  new price = base price × (0.2 + 0.8 × new index / base index)
  where the base index is the health index of the month preceding the signature of the agreement, and the new index is the health index of the month preceding the anniversary. This clause complies with the 80% rule of art. 57 of the Belgian Act of 30 March 1976 on economic recovery measures.
• Rate changes exceeding the annual indexation are communicated in writing at least 2 months in advance; the client may then terminate the agreement as of the effective date of the new rates.
• Travel and mileage costs for work outside a 25 km radius of the contractor's address may be charged at the statutory kilometre rate.

09Payment

• Invoices are payable within 30 calendar days from the invoice date to the account indicated by the contractor, unless agreed otherwise in writing.
• For maintenance or hosting agreements, invoicing is monthly or annual as agreed in the SLA.
• In the event of late payment, default interest is due by operation of law and without notice, in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. A lump-sum compensation of 10% of the outstanding amount is also due, with a minimum of EUR 150, without prejudice to the right to claim actual recovery costs under the same act.
• If an invoice is not paid on the due date, the contractor may suspend all ongoing work, services and hosting after one written reminder, without compensation owed to the client.
• Invoice disputes must be made in writing and with reasons within 14 calendar days from the invoice date. After this period, the invoice is deemed accepted.
• The client only obtains the right of use described in article 10 on the delivered goods and services after full payment of all amounts due. The intellectual property rights remain at all times — including after full payment — with the contractor, as set out in article 10.

10Intellectual property

• All intellectual property rights (copyright, database rights, rights to source code, designs, concepts, know-how, software, documentation and all other results of the assignment) vest and remain exclusively in the contractor or its licensors. Under no circumstances, not even after full payment, is any intellectual property right transferred to the client, unless expressly agreed otherwise in writing and for separate consideration.
• Upon full payment of all amounts due, the contractor grants the client a non-exclusive, non-transferable and non-sublicensable right of use over the custom development, limited to the client's own internal use for the purpose for which it was commissioned. This right of use gives the client no claim to the source code or to its delivery, unless expressly agreed otherwise in writing.
• The contractor retains the full right to reuse the developed components, patterns, frameworks, know-how and general knowledge in other projects or for other clients, provided no confidential information of the client is disclosed.
• The use of open-source components and libraries of third parties (such as Laravel, Livewire, Tailwind CSS) is subject to the licences of those third parties. The contractor makes available on request an overview of the components used.
• The client retains the rights to content it supplies (texts, images, logos, data) and grants the contractor a limited licence to use these as necessary for performance of the assignment.
• The client may not, without prior written consent of the contractor, publish, reproduce, decompile, reverse engineer, resell or make available to third parties the products and results beyond the granted right of use.
• On termination of the agreement, the right of use only expires to the extent expressly agreed; for fully paid custom developments, the granted right of use remains for the original purpose.
• In case of proven infringement of the contractor's intellectual property rights, the client owes reasonable compensation, without prejudice to the right to additional damages and injunctive relief.

11Warranty and maintenance

• For 30 calendar days after delivery of a custom development, the contractor repairs free of charge reproducible defects (bugs) that fall within the functional scope of the agreement.
• The warranty does not apply to: (a) changes made by the client or third parties without the contractor's knowledge, (b) use outside the functional scope or contrary to documentation, (c) issues caused by content or data supplied by the client, (d) issues caused by changes in browsers, operating systems or external APIs, (e) data loss due to the client or third parties.
• After the warranty period, maintenance and support can be obtained via a separate SLA or on a pay-as-you-go basis at the applicable hourly rates.

12Liability

• The contractor is liable for damage caused by its own fraud or wilful misconduct, or that of its organs or appointees. This liability is not limited by these terms.
• For any other damage, the contractor's liability per event and in total per contract year is limited to the amount the client paid in the 12 months preceding the event for the service to which the damage relates, with an absolute maximum equal to the total invoice value of the assignment concerned.
• The contractor is in no event liable for indirect damages, including (non-exhaustively): loss of profit, missed savings, reputational damage, loss of customers, loss of data, loss of goodwill, consequential damage or business interruption, except in case of fraud.
• Insofar as the contractor depends on services or supplies of third parties (such as hosting providers, payment providers, AI providers, registrars), it is not liable for failures of those third parties. The contractor will use reasonable efforts to exercise its rights against such third parties for the client's benefit.
• The contractor is not liable for the content of material supplied by the client or published on a website maintained by the contractor. The client indemnifies the contractor against third-party claims related to such content.
• Information sent via the internet may be intercepted by third parties; the contractor is not liable for damage arising from this, except in case of attributable failure in its security measures.
• Any claim for damages lapses 12 months after the event giving rise to the damage, unless legal proceedings have been initiated within that period.
• The contractor holds a professional liability insurance; evidence can be provided upon written request.

13Confidentiality

• The parties undertake to treat all confidential information received under the agreement strictly confidentially, to use it only for performance of the agreement, and not to disclose it to third parties without prior written consent.
• This obligation does not apply to information that: (a) was already publicly available, (b) was independently developed by the receiving party without use of the confidential information, (c) was lawfully obtained from a third party without confidentiality obligation, or (d) must be disclosed under a legal or judicial obligation.
• The confidentiality obligation applies during the term of the agreement and for 3 years after its termination.
• Upon first request after termination of the agreement, each party will return or irrevocably destroy the other party's confidential information, subject to statutory retention obligations.

14Personal data and GDPR

• Insofar as the contractor processes personal data in the context of the agreement on behalf of the client, the client acts as controller and the contractor as processor within the meaning of art. 4 GDPR.
• The parties will conclude a separate data processing agreement (DPA) in accordance with art. 28 GDPR. Until a separate DPA is signed, the provisions listed below serve as a minimum DPA.
• Purpose and nature of processing: performance of the assignment as described in the agreement (development, hosting, maintenance, support).
• Categories of data subjects: depending on the project; usually customers, employees and visitors of the client.
• Categories of personal data: depending on the project; usually identification, contact and usage data.
• Duration of processing: for the term of the agreement. On termination, personal data will be returned or irrevocably destroyed at the client's request, subject to statutory retention obligations.
• Sub-processors: the contractor uses sub-processors (such as hosting, email and analytics providers). A current list is available on request. The client grants general authorisation for the use of sub-processors; changes are communicated at least 30 days in advance, whereby the client may submit reasoned objections.
• Security: the contractor takes appropriate technical and organisational measures in accordance with art. 32 GDPR, including TLS encryption in transit, access control and encryption at rest where appropriate.
• Data breach: upon becoming aware of a personal data breach, the contractor notifies the client without undue delay and no later than within 72 hours, with all relevant information to fulfil its own notification obligation to the supervisory authority.
• Rights of data subjects: the contractor reasonably supports the client in handling data subject requests (access, rectification, erasure, restriction, portability, objection).
• Audit: the client may, at most once a year, after at least 30 days' prior written notice and at its own cost, have an audit performed by an independent third party, limited to what is reasonably necessary to verify compliance.

15AI integration and third-party services

• For projects involving AI functionality, services of third parties are used (such as Anthropic, OpenAI or open-source models). These services are subject to the general terms, usage restrictions and pricing models of the providers concerned. The client accepts these terms by use within the application.
• AI output is probabilistic in nature. The contractor provides no warranty whatsoever as to the accuracy, completeness, timeliness or fitness of AI-generated content, and is not liable for damage arising from its use.
• The client is responsible for appropriate validation, human review where needed, and for compliance with applicable law (including the EU AI Act) when using AI output in its own products, services or decisions.
• The contractor will not unnecessarily pass the client's personal data to AI providers and, where possible, will select providers offering non-training business API options.

16Specific provisions for web hosting and domain registration

• The client designates at least one contact person authorised to decide on behalf of the client regarding the hosting activity, and keeps the contact details up to date.
• Domain names are registered by the contractor or an authorised registrar in the client's name. The client declares to have taken note of and to agree with the terms of the competent national or international registration authority.
• All data hosted for the client (files, databases, logs, reports) remain the client's property and are treated as confidential information. Reasonable costs for making data or access available can be passed on.
• Hosting agreements are, unless agreed otherwise, concluded for a term of 1 year and tacitly renewed for successive 1-year terms, subject to written termination at least 2 months before the end of the current term.
• The contractor will make reasonable efforts for security and availability in accordance with the SLA, but is not liable for damage caused by cyberattacks, third-party data breaches or events outside its control. The client remains responsible for adequate insurance of its own business risks.
• The contractor cannot be held liable for bad-faith registration of domain names by third parties or for registrations at the client's request that infringe third-party rights. The client indemnifies the contractor against third-party claims arising from such registrations.
• The client warrants that content placed on the hosted infrastructure (files, software, links, metadata) does not infringe law, public order, morality or third-party rights. The client indemnifies the contractor against any related claim, including legal costs.
• Spam, illegal software, child pornography, infringing content and any activity punishable under the computer-crime law are prohibited on the contractor's infrastructure. Upon detection, the contractor may immediately make the content inaccessible or remove it, without prior notice and without compensation.

17Complaints

• The client examines delivered products and services immediately after delivery. Clearly described defects must be reported in writing within 30 calendar days after delivery. After this period, the products and services are deemed accepted.
• Incorrect or incomplete information supplied by the client is not considered a defect.
• A complaint does not suspend the client's payment obligation.

18Reference and publicity

• The contractor may refer to the fact that it has performed work for the client and to a neutral description of the project as a reference on its website, in quotations or other business communications.
• For use of the client's logo, trade name or specific visuals, the contractor obtains prior express consent.
• The client may request in writing that a reference no longer be used; the contractor will comply within a reasonable period.

19Changes to the terms

• The contractor reserves the right to amend or supplement these terms.
• Amendments also apply to ongoing agreements, after written notification and subject to a 30-day period.
• If the client does not agree with a material amendment, it may terminate the agreement as of the effective date of the amendment, by written notification within 30 days of receipt.

20Miscellaneous

• The client may not transfer the agreement or any rights or obligations thereunder to a third party without prior written consent of the contractor. The contractor may transfer the agreement in the context of a transfer of its business or business unit.
• Changes to the scope or planning of an ongoing agreement are only valid after written confirmation by both parties. The contractor will communicate any financial and planning consequences as soon as possible.
• If the client has a project hosted by another hosting provider, it is bound by the terms of that provider; the contractor bears no responsibility for the risks arising from this.
• Notices and default notices must be in writing, by email (info@b-media.be) or by registered letter to the registered office.
• These terms are drawn up in Dutch. Translations are for information purposes only; in case of inconsistency, the Dutch version prevails.

21Disputes and applicable law

• In case of a dispute, the parties will first consult for at least 30 calendar days before initiating any legal proceedings.
• The agreement and these terms are exclusively governed by Belgian law, excluding conflict-of-law rules that would refer to another law.
• All disputes that cannot be amicably resolved fall within the exclusive jurisdiction of the courts of the judicial district of Antwerp, Mechelen division.
• Save evidence to the contrary, the contractor's administrative data (invoices, emails, logs) serve as evidence of the agreement between the parties and its performance.
• These terms supersede all previous versions and are published at https://www.b-media.be