Application
These terms and conditions are issued by Maarten Segers, a sole trader established at Vande Vennestraat 24, 8550 Zwevegem, Belgium, company number 0670.956.522 and VAT number BE 0670.956.522, trading under the name Double S Operations (the “Service Provider”). They apply to every quotation, engagement, agreement and invoice and are intended exclusively for customers acting in the course of their professional activities (the “Customer”). Specific written arrangements in a quotation or order confirmation take precedence. These terms and conditions form part of the engagement when they have been made available before or upon entering into it and have been accepted by the Customer.
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. Deviations are valid only when confirmed in writing by both parties.
Performance
The Service Provider performs the engagement with due care, professionally and in accordance with the agreed scope. Unless expressly agreed otherwise, this is an obligation of means and not a guarantee of any particular commercial, operational or financial result. Schedules are indicative unless a binding deadline has been confirmed in writing.
The Customer provides accurate information, access, decisions and cooperation required for performance in a timely manner. Delayed or incomplete cooperation may affect the schedule and price.
Scope and changes
The quotation or order confirmation defines the scope. Any change or additional service is agreed in writing in advance. Any impact on fees, costs and scheduling is confirmed before the additional work is performed.
Fees 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 or periodic fee. Travel expenses, purchases and third-party costs are charged only when specified in the quotation or agreed in advance.
Invoicing and payment
Invoices are issued at the agreed times or, where no arrangement has been made, monthly for the services performed. Invoices are payable within thirty calendar days of the invoice date. Structured electronic invoices are used where legally required.
Any dispute must be reported in writing, with reasons, as soon as possible. A reported dispute suspends payment only of the amount genuinely in dispute; the undisputed amount remains payable on the due date.
Late payment
In the event of late payment, the statutory interest for late payment in commercial transactions becomes payable from the day after 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 recovery costs 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. If an invoice that is due and payable remains unpaid following a written reminder, the services may be temporarily suspended.
In the event of early termination, the Customer pays for services already performed, costs approved in advance and unavoidable commitments to third parties. Compensation for reserved capacity is payable only when expressly agreed in advance and reasonably demonstrated.
Intellectual property
Existing methods, models, templates, software, know-how and tools remain the property of the party providing them. Following full payment, the Customer receives a non-exclusive right to use reports, plans and other consultancy documents for the agreed business purpose. The Customer may use those documents within its own organisation and adapt them for that purpose, but may not sell or exploit them as a standalone product. Materials, content and data supplied by the Customer remain the property of the Customer or the relevant rights holders.
All rights not expressly granted in developed software, websites, dashboards, apps, automations, source code, architecture, interfaces and related materials remain with the Service Provider or its licensors. Following full payment, the Customer receives a non-exclusive right to use them for its own professional activities, for the purpose described in the quotation and for the employees, customers or end users contemplated therein. The right of use applies for the term specified in the quotation or, where no term is specified, for an indefinite period in relation to the delivered version. The Customer may use the solution as delivered and may modify content or settings through the functions provided for that purpose.
Without prior written consent, the Customer may not copy, access, modify or arrange for the modification of the underlying development, create derivative software from it, commercialise it, rent it, sublicense it or offer it to third parties as a standalone solution. Source code and development files are not transferred unless expressly provided for in the quotation. Hosting, security and IT service providers may be granted access insofar as they act solely on the Customer’s behalf, do not use the solution for their own purposes and observe appropriate confidentiality. These restrictions apply insofar as mandatory law does not provide otherwise. Statutory rights relating to necessary backup copies, observation, testing and interoperability, as well as the separate licences governing third-party components or open-source software, remain applicable. Broader rights of use or a transfer of rights may be agreed only separately and in writing.
Confidentiality and data
Both parties treat non-public business information as confidential and use it solely for the engagement. This does not apply to information that can be shown to have been publicly available, lawfully obtained from a third party, developed independently or required by law to be disclosed. This obligation continues after the engagement ends for as long as the information retains its confidential nature.
The Customer’s name, logo or engagement will not be used publicly as a reference without prior consent. Each party processes business contact details in accordance with applicable privacy legislation. Where the Service Provider processes personal data on the Customer’s behalf, separate data-processing arrangements will be made where necessary.
Liability
The Service Provider is liable only for direct and foreseeable loss resulting from an attributable contractual breach. Total liability is limited to the fee, excluding VAT, agreed for the engagement concerned. Indirect loss, including loss of profit, loss of opportunities and reputational damage, is excluded.
These limitations do not apply in cases of fraud, intentional or gross negligence, personal injury or where a limitation is not permitted by law. The Customer remains responsible for its own decisions, legal obligations and use of advice or results.
Third parties
Products and services provided by external suppliers are also subject to their own terms and licences. The Service Provider is not liable for outages or decisions by third parties outside its reasonable control, but carries out the agreed coordination with due professional care.
Force majeure
A party is not liable for delay or non-performance caused by an unforeseeable event beyond its reasonable control. The party concerned notifies the other party as soon as possible and limits the consequences. If the force majeure event continues for more than sixty calendar days, either party may terminate the unperformed part in writing without compensation.
Governing law and disputes
The agreement is governed by Belgian law. The parties will first seek to resolve any dispute through good-faith discussions. If this is unsuccessful, the courts designated as competent under the Belgian Judicial Code shall have jurisdiction.
Final provisions
The invalidity of one provision does not affect the remaining provisions. The invalid provision will be replaced by a valid provision that reflects the original purpose as closely as possible. The version communicated before or upon entering into the engagement remains applicable to that engagement.