Application, language and order of precedence
These general terms and conditions are issued by Maarten Segers, acting as a sole trader under the name Double S Operations, established at Vande Vennestraat 24, 8550 Zwevegem, Belgium, enterprise number 0670.956.522 and VAT number BE 0670.956.522 (the “Service Provider”). They apply to every quotation, engagement, agreement and invoice and exclusively to customers acting in the course of their professional activities (the “Customer”). They form part of the engagement where they have been made available before or upon its conclusion and have been accepted by the Customer.
In the event of a conflict, the following order of precedence applies to the subject concerned: a separately signed agreement; a specific data processing agreement, service level agreement or other special appendix; the accepted quotation or engagement confirmation; a subsequent written amendment agreement in respect of the amended part; these general terms and conditions; and, finally, technical documentation. General terms or purchasing conditions of the Customer apply only where the Service Provider expressly accepts them in writing. The Dutch-language text is the only binding version; translations are provided solely as a reading aid.
Quotation and agreement
A quotation remains valid for thirty calendar days unless otherwise stated. The agreement is formed through written acceptance, a purchase order or the commencement of the services at the Customer’s express request. “In writing” also includes email and a valid electronic signature. Deviations are valid only where both parties confirm them in writing.
The Customer appoints one or more authorised contact persons and warrants that they are authorised to give the necessary decisions and approvals. The Service Provider may reasonably rely on instructions from those contact persons. Descriptions on the website, examples, initial estimates and oral discussions are informative and do not constitute a separate guarantee beyond the accepted scope of the engagement.
Performance and independent status
The Service Provider performs the engagement with due care, professionally and in accordance with the agreed scope. Unless expressly agreed otherwise, the engagement constitutes an obligation of means and not a guarantee of any particular commercial, operational, technical or financial result. Schedules are indicative unless a binding deadline has been confirmed in writing.
The Service Provider acts as an independent contractor. Without an express written power of attorney, the Service Provider may not legally bind the Customer, enter into agreements in the Customer’s name or make decisions that are reserved to the Customer by law or under its articles of association.
Customer cooperation and responsibility
The Customer provides accurate, complete and usable information, materials, access, decisions and cooperation in a timely manner. The Service Provider may rely on them unless an inaccuracy should reasonably be apparent. Missing or changed input will reasonably extend deadlines and may, following written coordination, result in additional costs for waiting time, rescheduling or duplicated work.
The Customer remains responsible for its own operational and commercial decisions and for compliance with the rules, permits and inspections applicable to it. This includes, among other matters, food safety, allergens, HACCP and FASFC obligations, employment, tax and accounting rules and, in relation to digital applications, the lawfulness of content, privacy and cookie obligations, accessibility and mandatory business or consumer information, except to the extent that a specific element is expressly included in the engagement. Advice does not replace review by a lawyer, accountant, accredited inspection body or other regulated professional.
The Customer warrants that supplied texts, images, trade marks, software, datasets, personal data and instructions may lawfully be used. The Customer indemnifies the Service Provider against third-party claims arising directly from unlawfully or unauthorisedly supplied material or from use that departs from the engagement, except to the extent that the claim was caused by a fault of the Service Provider. The Service Provider notifies the Customer of such a claim in a timely manner and allows the Customer to participate reasonably in the defence.
Scope and changes
The quotation or engagement confirmation defines the scope, deliverables and any exclusions. A change or additional service is agreed in writing in advance. Its impact on fees, costs and scheduling is confirmed before the additional work is performed. The price for the agreed scope remains unchanged unless the parties agree otherwise in writing.
A new request, changed business rule, additional integration, additional language or adjustment following approval does not constitute a defect where it was not included in the agreed scope. Urgent additional work is performed only following a written instruction and at the rate communicated and accepted in advance.
Delivery, review and acceptance
A deliverable is deemed delivered once it has been made available by email, in a shared environment, repository, test environment or production environment. The Customer reviews the deliverable against the agreed scope within ten business days and reports any specific, reproducible and material deviations within that period. Minor deviations that do not prevent normal use do not prevent acceptance.
In the absence of such a report, or once the Customer uses the deliverable in production, it is deemed accepted in respect of defects that were apparent upon reasonable inspection. This does not affect rights in relation to hidden defects that could not reasonably have been identified earlier. A deficiency reported in time first gives the Service Provider an opportunity to remedy it within a reasonable period. New requests or changes outside the scope are treated as additional work.
Maintenance, support and compatibility
Hosting, monitoring, maintenance, support, security updates, content updates, training, response times and adaptation to new browsers, devices, operating systems, APIs or legislation are included only where the quotation or a separate service agreement expressly so provides. In the absence of such an arrangement, the engagement ends following the agreed delivery and any corrections under Article 6.
A service level applies only where agreed in writing. Planned maintenance windows and third-party outages do not constitute a breach of an availability level where the relevant service agreement so provides.
Fees, advance payments and costs
Amounts are exclusive of VAT unless otherwise stated. The agreed fee structure may consist of an hourly rate, day rate, fixed project fee, advance payment, milestone invoice or periodic fee. The Service Provider is not required to commence a phase before the agreed advance payment has been received.
Travel expenses, purchases and third-party costs are charged only where included in the quotation or agreed in writing in advance. Rates for future services change only by written agreement; fixed project phases that have already been accepted remain unchanged.
Invoicing and payment
Invoices are issued at the agreed times or, in the absence of an arrangement, monthly for the services performed. Invoices are payable within thirty calendar days of the invoice date. Structured electronic invoices are used where legally required. The Customer provides accurate invoicing, VAT and Peppol details in a timely manner and does not reject an invoice solely because it is issued in the format required by law.
A dispute is reported in writing, with reasons, as soon as possible and preferably within ten business days of receipt. Failure to do so does not remove any right in respect of an error that could not have been identified upon reasonable inspection. A dispute suspends payment only of the amount genuinely in dispute; the undisputed amount remains payable on the due date. Set-off is permitted only against an undisputed or finally established counterclaim.
Late payment
Where the Service Provider has fulfilled its contractual and statutory obligations and an amount that is due and payable is not paid on time, the statutory interest for late payment in commercial transactions is payable from the day following the due date, automatically and without notice of default, in accordance with the Belgian Act of 2 August 2002. The statutory fixed compensation of EUR 40 is also payable, together with reasonable compensation for other recovery costs exceeding that amount, insofar as permitted by law.
Suspension and termination
In the event of a material breach, the party in breach is first given a reasonable period in which to remedy that breach, unless remedy is impossible or manifestly futile. Following written notice, the Service Provider may temporarily suspend the services where an amount that is due and payable remains unpaid, essential cooperation is lacking, an instruction is unlawful or unsafe, a serious security risk exists or the right of use is materially infringed. Suspension may take immediate effect only where urgently necessary, in which case the reason is communicated as soon as possible. Deadlines are reasonably adjusted and demonstrable additional costs are agreed in advance.
The quotation determines the duration. A fixed-term engagement ends as agreed. An engagement of indefinite duration may be terminated in writing by either party subject to the agreed reasonable notice period or, in the absence of such an agreement, subject to a period that is reasonable in view of the duration, scope and organisation of the engagement.
In the event of early termination, the Customer pays for services already performed, costs approved in advance and demonstrable unavoidable commitments to third parties. Compensation for reserved capacity is payable only where expressly agreed in advance and reasonably demonstrated. Provisions concerning payment, intellectual property, confidentiality, data, liability and disputes which by their nature are intended to survive remain in force.
Exit, data and handover
Following termination and full payment, the Service Provider provides the expressly agreed deliverables, access credentials managed for the Customer and data supplied by the Customer or capable of being exported in a commonly available format. Source code, repositories, development files, internal tools and pre-existing materials are not included unless the quotation expressly so provides.
Unless otherwise agreed, the Customer must export its data no later than sixty calendar days after the engagement ends. After that period, the Service Provider is not required to retain the data, subject to statutory retention obligations and ordinary backup cycles. Reasonable transition assistance outside the original scope is provided at a rate agreed in advance. A right to use a delivered version continues after support or hosting ends to the extent provided by Article 13 or the quotation; a right of access to a hosted service ends when that service ends.
Intellectual property and rights of use
All rights in methods, models, templates, libraries, modules, software, source code, architecture, interfaces, tools and know-how that existed before the engagement or were developed independently of it remain with the Service Provider or its licensors. This also applies to generic improvements and reusable components created during the engagement that do not contain confidential information, personal data or identifiable customer-specific deliverables. The Service Provider may reuse general, non-confidential knowledge, experience, methods and routines.
Materials, content and data supplied by the Customer remain with the Customer or the relevant rights holders. Following full payment, the Customer receives a non-exclusive, non-transferable right to use reports, plans and other consultancy documents for the agreed business purpose. The Customer may adapt them internally for that purpose, but may not sell, license or exploit them as a standalone product.
All rights not expressly granted in developed software, websites, dashboards, apps, automations and related materials remain with the Service Provider or its licensors. Following full payment, the Customer receives a non-exclusive and non-transferable right of use for its own professional activities, the purpose described in the quotation and the employees, customers, audience or end users contemplated therein. Unless the quotation provides otherwise, this right applies for an indefinite period and exclusively to the delivered version. In the case of a hosted or managed solution, no copy of the software is transferred and the right of access applies only for the duration of the agreed services. Maintenance, updates, new versions and future compatibility are not included in the right of use.
The Customer may use the solution as delivered and may adapt content or settings through the functions provided. Without prior written consent, the Customer may not copy, modify or arrange for the modification of the underlying development, decompile, disassemble or reverse-engineer it, obtain access to source code, create derivative software, commercialise, rent or sublicense it, or offer it to third parties as a standalone solution. Source code, repositories and development files are not transferred unless the quotation expressly so provides. In respect of problems demonstrably caused by an unauthorised modification, remedy, support and liability obligations cease to apply only to the affected part.
Mandatory rights relating to necessary backup copies, observation, testing and interoperability remain applicable. Third-party components and open-source software remain subject to their own licences; those licences take precedence in respect of the relevant component. Broader rights of use or a transfer are valid only where separately agreed in writing with a clear description of the rights concerned, forms of use, duration, territory and remuneration.
Subcontractors and third-party services
The Service Provider may engage qualified subcontractors and remains responsible for the agreed services within the limits of the agreement. The Service Provider imposes appropriate obligations on them concerning intellectual property, confidentiality, security and, where applicable, data protection.
Third-party services, platforms, APIs, hosting, software and licences are also subject to their own terms, availability and technical limitations. Paid services are procured only following prior coordination and, where reasonably practicable, are registered directly in the Customer’s name. The Service Provider is not liable for changes to prices, policies or functions, account decisions, interruptions or discontinuations by third parties outside its reasonable control, but performs the agreed selection, configuration and coordination with due care. Where an essential third-party service ceases to be available, the parties agree on a reasonable alternative and its impact on the scope and costs. If no reasonable alternative is available, either party may terminate the part that can no longer be performed.
Confidentiality and trade secrets
Both parties use non-public business information exclusively for the engagement, protect it with reasonable care and disclose it only to persons who need it and are subject to appropriate confidentiality obligations. This does not apply to information that can be demonstrated to have been public, already lawfully known, lawfully obtained from a third party or independently developed. A disclosure required by law is notified in advance insofar as permitted.
Upon request and following termination, confidential information is returned or deleted, subject to statutory retention obligations and secured backups maintained in accordance with the ordinary cycle. The obligation applies for five years after termination and, in relation to trade secrets, for as long as they retain their secret character. The Customer’s name, logo or engagement is not used publicly as a reference without prior consent.
Personal data, security and backups
Each party processes business contact details as a separate controller in accordance with applicable data protection legislation. Where the Service Provider processes personal data on behalf of the Customer, the parties enter into a data processing agreement in accordance with Article 28 GDPR before that processing begins. That agreement addresses, among other matters, instructions, security, sub-processors, incidents, transfers, assistance and return or deletion and takes precedence in respect of this subject.
The Customer is responsible for a valid legal basis, transparency, data minimisation, accurate data and lawful instructions. The Service Provider implements reasonable technical and organisational measures appropriate to the agreed service and the known risk, but does not guarantee absolute security. The parties report relevant incidents without undue delay to the extent required by law or the data processing agreement.
The Customer manages its users, passwords, multi-factor authentication and revoked access rights with due care. Backups, retention periods, recovery tests and disaster recovery are included only where agreed in writing. In the absence of such an agreement, the Customer remains responsible for maintaining an up-to-date backup of content, configurations and data that it can reasonably export.
Liability and mitigation of loss
The Service Provider is liable for proven direct and foreseeable loss resulting from an attributable breach. To the extent permitted by law and without depriving an essential obligation of its substance, total aggregate liability per engagement is limited to the fee, exclusive of VAT, agreed for the engagement concerned. Where an engagement consists of clearly separate parts, the applicable amount is the fee for the part to which the loss relates. The parties may specify another reasonable limit in the quotation that is appropriate to the nature and risk of the engagement.
Loss that is not the immediate consequence of the breach, including loss of profit, revenue, opportunities, anticipated savings or reputation, business interruption or loss of data, is excluded insofar as it legally constitutes indirect loss. The Customer takes reasonable measures to prevent and mitigate loss and reports a potential claim without undue delay. Late reporting reduces liability only to the extent that it demonstrably caused additional loss or made remediation impossible.
These limitations and defences apply to contractual and non-contractual claims and may, within the limits of Book 6 of the Belgian Civil Code, also be relied upon by employees, subcontractors and other auxiliary persons of the Service Provider. They do not apply in the event of fraud, intentional misconduct or gross negligence by the liable person, injury to life or physical integrity, or where a limitation is not permitted by law.
Force majeure
Force majeure exists where a party is temporarily or permanently unable to perform an obligation because of a circumstance not attributable to that party, taking into account the unforeseeable and unavoidable nature of the impediment. The affected party gives notice within a reasonable period and takes reasonable measures to mitigate the consequences. A mere price increase, reduced profitability or more difficult performance does not in itself constitute force majeure.
In the event of temporary impossibility, the affected obligations and deadlines are suspended for the duration of the impossibility. In the event of permanent impossibility, the affected obligation is extinguished. If temporary impossibility continues for more than sixty calendar days or further performance no longer serves a reasonable purpose, either party may terminate the unperformed part in writing without termination compensation. Services correctly performed and approved costs remain payable.
Governing law and final provisions
The agreement is governed by Belgian law. The parties first seek to resolve any dispute amicably and in good faith. If no solution is reached, and subject to mandatory rules on jurisdiction, the courts having jurisdiction under the Belgian Judicial Code shall have jurisdiction.
The agreement, the documents included in the order of precedence set out in Article 1 and the expressly incorporated appendices constitute the entire agreement concerning the engagement. An amendment is valid only where accepted in writing by both parties. Failure to exercise a right immediately does not constitute a waiver of that right.
The invalidity of one provision does not affect the remaining provisions. Where necessary, the parties will agree on a valid provision that reflects the original purpose as closely as possible without creating a manifest imbalance. The version communicated before or upon conclusion of the engagement remains applicable to that engagement. Notices are sent to the email or postal addresses specified in the quotation or to the most recently notified contact details provided in writing.