Terms and conditions

Service Provider: Cervical

Language Clause: This Agreement is drafted in both French and English. In the event of any contradiction, ambiguity, or discrepancy, the French version shall prevail.

Article 1 - Scope of Application (B2B) and Hierarchy of Documents

These General Terms and Conditions of Sale (GTCS) govern the contractual relationship between the Service Provider and the Client for any consultancy services and/or application development.

They apply exclusively to business-to-business (B2B) relationships. The Client acknowledges that they are contracting strictly for professional purposes and waives the right to rely on any protective provisions applicable to consumers.

In the event of a conflict, the order of priority shall be as follows:

  1. The accepted quote / purchase order / Statement of Work (SOW);
  2. These GTCS;
  3. The Client’s terms and conditions, which shall only apply if they have been expressly accepted in writing by the Service Provider.

Article 2 - Definitions

2.1 Agreement

The entirety of the contractual documents binding the Parties, including the quote, purchase order, SOW, these GTCS, and their appendices.

2.2 Consultancy

Time-and-materials (T&M) services performed by the Service Provider for the benefit of the Client.

2.3 Application / Deliverables

Any development, source code, configuration, documentation, interface, model, or report provided to the Client within the framework of an accepted quote.

2.4 Day

A working day consisting of 8 hours, unless otherwise stipulated in the Agreement.

Article 3 - Nature of Services: Two Categories

3.1 Consultancy Assignments (Time and Materials)

Unless otherwise stipulated, consultancy assignments are executed on a time-and-materials basis at a daily rate of EUR 800 (excl. VAT). This rate applies by default unless a different rate is agreed upon in the Agreement. The following terms apply:

3.2 Application Development (Fixed Price)

Application development services are executed according to the agreed fixed price. The scope, deliverables, timeline, and price are strictly defined in the quote previously accepted by the Client.

Any request by the Client to modify the scope (functionalities, integrations, constraints, schedule) shall be subject to a Change Request procedure, which may include an adjustment to the agreed fixed price.

The Service Provider shall only be required to execute the requested modifications upon receipt of the Client’s written agreement on the supplemental quote (specifying the impact on price and deadlines) and, where applicable, payment of the corresponding deposit.

Article 4 - Order, Commencement, and Acceptance of GTCS

The Agreement is formed upon the signing of the quote/purchase order or by any written acceptance (including email) from the Client. The payment of a deposit, where provided for, also constitutes acceptance.

Article 5 - Deadlines, Scheduling, and Cooperation

5.1 Deadlines

Execution and delivery deadlines are provided for indicative purposes only, unless the Agreement expressly stipulates that they are of the essence (de rigueur). The Service Provider undertakes, however, to use its best efforts to comply with the provisional schedule.

5.2 Cooperation

The Client undertakes to cooperate actively in the success of the project by providing, in a timely manner, all information, access, content, licenses, and validations necessary for the proper performance of the services. Any delay or additional workload resulting from the Client’s failure to meet its duty of cooperation (e.g., late delivery of content, unavailability of access, change of mind after validation) shall automatically result in:

Article 6 - Validation of Deliverables

6.1 Validation Procedure

From the moment the deliverables are made available (delivery or upload to a testing environment), the Client has a period of 8 business days to proceed with their verification (Acceptance Testing).

6.2 Tacit Acceptance

During this period, the Client must notify the Service Provider in writing of any substantial non-conformity with the specifications of the accepted quote or the functional specifications. In the absence of a precise written claim within this period, the deliverables shall be deemed accepted without reservation. Acceptance (express or tacit) makes the balance of the price immediately due and payable.

6.3 Exclusions

Any request for aesthetic modification, functional addition, or improvement not provided for in the initial quote is considered a Change Request subject to Article 3.2 and shall be subject to supplemental invoicing.

Article 7 - Price, Invoicing, and Payment Terms

7.1 Fixed-Term Contracts (Fixed-Price Projects)

For fixed-price contracts, 50% of the total amount is invoiced at the start of the project and the balance upon delivery of the deliverable.

Unless otherwise stipulated, invoices are payable within 15 calendar days from their date of issue via bank transfer in Euros.

In the event of non-payment by the due date, late payment interest of 1% per month (any month started is due in full) shall be due by operation of law and without prior notice, as well as a fixed indemnity of 10% of the unpaid amount, with a minimum of EUR 125, without prejudice to any recovery costs and legal fees.

The Service Provider may suspend the performance of services in the event of default of payment, following formal notice, without such suspension constituting a fault on its part.

7.2 Annual Indexation

Rates (T&M) and prices (Fixed-Price) are automatically indexed on January 1st of each year according to the health index published by the FPS Economy (base = index of the month of signing the Agreement). Formula: New Price = Base Price × (Health Index (month of November N-1) / Health Index (month of signature)). Indexation cannot result in a reduction of the price. The Service Provider shall notify the Client of the new rate at least 15 days before its application.

In the event of a documented variation of ≥ 5% in external costs imposed on the Service Provider (e.g., software licenses, cloud services, exchange rates applied by suppliers), the Service Provider may pass the increase on to the prices, subject to 30 days’ written notice and supporting documentation. In the absence of the Client’s agreement, the Client may terminate the affected portion without indemnity before the adjustment takes effect; work already performed remains due.

Article 8 - Duration and Termination

8.1 Fixed-Term Contracts (Fixed-Price Projects)

When the assignment is concluded for a fixed term or until the delivery of a defined deliverable, it terminates by operation of law upon the expiry of the term or on the delivery date, without notice. Early termination is only possible in the event of a material breach by the other Party of its contractual obligations, not remedied within 15 calendar days following the sending of a formal notice by registered mail.

8.2 Indefinite-Term Contracts (Time and Materials)

When the assignment is concluded for an indefinite period, either Party may terminate it subject to three (3) months’ notice notified by registered mail. The notice period begins on the first day of the month following receipt of the notification.

8.3 Immediate Termination

Notwithstanding the foregoing, either Party may terminate the Agreement by operation of law and without notice in the event of bankruptcy, judicial reorganization proceedings, or notorious insolvency of the other Party.

8.4 Consequences of Termination

In the event of termination, for whatever reason, services already performed as well as expenses incurred remain fully due to the Service Provider.

Article 9 - Intellectual Property

9.1 Reservation - Pre-existing Elements and Know-How

Where applicable, the Service Provider retains ownership of its methods, know-how, tools, libraries, frameworks, models, templates, scripts, components, and any pre-existing or standard elements, even if they are used or integrated within the framework of the Agreement.

9.2 Assignment / License of Specific Deliverables - Upon Payment

Subject to the full payment of all sums due, the Service Provider assigns to the Client the economic rights (droits patrimoniaux) necessary for the exploitation of the deliverables specifically developed for the Client, as defined in the Agreement.

This assignment covers, worldwide and for the legal duration of protection, the following rights to the extent necessary for the Client’s professional use: reproduction, communication to the public, distribution, adaptation, translation, arrangement, and integration.

9.3 Moral Rights and Adaptations

Moral rights remain vested in the author. However, to the extent permitted by applicable law, the Service Provider (and/or its employee-authors or subcontractors) expressly undertakes not to exercise its right to the integrity of the work to oppose modifications necessary for the exploitation, maintenance, correction, adaptation, or evolution of the Deliverables by the Client, provided that the integrity and honor of the author are not prejudiced.

9.4 Third-Party Components and Open Source

The Client is informed that the Deliverables may incorporate third-party components (including Open Source software). These components remains subject to their own licenses, which the Client undertakes to respect. The Service Provider only assigns to the Client the usage rights provided by said licenses for these components. The Service Provider guarantees that the use of Open Source components does not require the disclosure of proprietary source code developed specifically for the Client, unless otherwise agreed in the Agreement.

Article 10 - Confidentiality

Each Party undertakes to keep confidential any non-public information received from the other Party within the framework of the Agreement and to use it only for the purposes of its execution. This obligation shall remain in effect throughout the duration of the Agreement and without limitation of time after its termination, as long as the information has not lawfully entered the public domain.

Article 11 - Data Protection (GDPR)

Each Party processes personal data within the framework of the Agreement in accordance with the GDPR and applicable legislation.

Where the Service Provider is required to process data on behalf of the Client, the Service Provider acts as a Processor and undertakes to process data only on documented instructions from the Client, to guarantee confidentiality, to implement appropriate security measures, and to reasonably assist the Client. The Parties agree to sign, where applicable, a Data Processing Agreement (DPA) compliant with Article 28 of the GDPR.

Article 12 - Liability

12.1 Obligation of Means

The Service Provider is bound by an obligation of means (obligation de moyens) for all of its services, unless expressly stipulated otherwise.

12.2 Exclusion of Indirect Damages

The Service Provider’s liability is strictly limited to direct, personal, and certain damages linked to a proven failure. All indirect or consequential damages are expressly excluded, such as, notably: loss of profit, loss of revenue, loss of opportunity, business interruption, loss or corruption of data, commercial prejudice, or damage to reputation.

12.3 Liability Cap

In any event, should the Service Provider’s liability be engaged, the total amount of compensation due (principal, interest, and costs) is strictly limited to 5% of the total amount of sums paid by the Client under the Agreement and capped at a maximum fixed amount of EUR 10,000. Liability for ordinary negligence and gross negligence is subject to the caps and exclusions defined in this article.

Article 13 - Force Majeure

Neither Party shall be liable for any delay or failure to perform due to an event of force majeure. The Party invoking force majeure shall notify the other Party as soon as possible. Obligations are suspended for the duration of the force majeure. If the force majeure lasts more than 60 days, either Party may terminate the Agreement without indemnity by written notification.

Article 14 - Subcontracting

14.1 The Service Provider is authorized to use subcontractors for the performance of all or part of the services. It remains, in any event, solely responsible for the proper performance of the services toward the Client.

14.2 In accordance with the GDPR, the Client hereby gives a general written authorization to the Service Provider to engage sub-processors. The Service Provider shall inform the Client of any intended changes concerning the addition or replacement of a subcontractor, thereby giving the Client the opportunity to object.

14.3 The Service Provider undertakes to pass on to its subcontractors the same confidentiality and data protection obligations (security, fair processing) as those provided for in this Agreement.

Article 15 – Severability

The invalidity of any clause shall not affect the validity of the remainder of the GTCS. The Parties undertake, where applicable, to replace the annulled clause with a valid clause having an economic and legal effect as close as possible to the original clause.

Article 16 – Survival of Clauses

The following provisions shall survive the expiration or termination of the Agreement, for whatever reason, for the duration necessary for their full effectiveness:

The termination or expiration of the Agreement does not affect rights and obligations accrued prior to its end.

Article 17 - Governing Law and Jurisdiction

The Agreement is governed by Belgian law. Failing an amicable resolution, the courts of the judicial district of Brussels shall have exclusive jurisdiction.