Terms and Conditions of Sale — STEPHAN ZYCH

Legal Information

Article 1 — General Provisions

Unless otherwise agreed in writing by which these terms are expressly derogated from, any agreement concluded with STEPHAN ZYCH SRL (the “Seller”) is subject to the terms below. The Client acknowledges having read and accepted these terms before placing an order. The Client’s general terms are enforceable only if expressly accepted in writing by the Seller.

The Seller may amend these terms for the future. Changes apply to orders/contracts concluded after their publication/communication. The Client shall check for updates.

Scope: digital services (development, design, integration, hosting, automations, maintenance), tangible/intangible deliverables, consulting.

Article 2 — Definition of the Assignment

Services follow the statement of work, proposal and/or quote (the “Assignment”). Deliverables and exclusions are specified therein. Any unplanned service will be quoted separately or charged time‑and‑materials.

Article 3 — Offers

Offers are non‑binding and valid for 3 months. Prices are exclusive of VAT/taxes. Any order irrevocably binds the Client and cannot be cancelled without the Seller’s written consent. The contract is concluded only after acceptance by the Seller.

Article 4 — Deadlines

Deadlines apply only if the Seller has all elements required. Binding deadlines must be expressly agreed in writing. Otherwise they are indicative and their overrun does not justify termination, penalties or damages.

Article 5 — Intellectual Property and Transfer of Rights

1. Custom products, code, designs, content, platforms and modifications remain the Seller’s property until full payment.
2. Transfer: works created for the Client may be transferred if requested in writing and accepted; any transfer is limited/non‑exclusive unless otherwise agreed and shall specify scope. Otherwise, a usage licence is granted.
3. Third‑party elements (frameworks/plugins) are never transferred; licences apply per their publishers’ terms. The Client acknowledges their limits and obligations.
4. The Seller may reuse building blocks, snippets and ideas in other projects.
5. Credit & References: unless objected for legitimate reasons, the Seller may reference the project and add a discreet signature.

Article 6 — Liability

1. Obligation of means with market tolerances acknowledged.
2. No legal/tax/accounting advice; no liability for alleged plagiarism when elements come from the Client or imposed third‑party elements.
3. No liability for outages/changes of third‑party tools, plugins, scripts, APIs or web services.
4. Possible short maintenance windows.
5. Cap: limited to proven direct damages up to the excl. VAT amounts invoiced for the Assignment. Excludes loss of data/production/profit/contracts and other indirect or non‑pecuniary damages.

Article 7 — Acceptance and Claims

1. Project go‑live constitutes final acceptance.
2. Within 10 business days post go‑live, notify written, specific non‑conformities; otherwise acceptance is deemed.
3. Seller corrects within 1 month; acceptance upon correction. Partial defects don’t justify full rejection.
4. If a material delay (1 month of missing Client collaboration) occurs, the latest delivered version is deemed accepted when presented.

Article 8 — Training

No training obligation; offered upon request and quote.

Article 9 — Maintenance

Absent a maintenance contract, interventions are time‑and‑materials at current rates, evidenced by a timesheet.

Article 10 — Hosting

1. Term: 1 year, tacitly renewable unless terminated 1 month before expiry.
2. Hosting via third‑party providers and re‑invoiced; Seller not liable for their outages.
3. Access to servers/DB provided within 15 days upon request; post‑handover maintenance is Client’s responsibility unless contracted.

Article 11 — Payment

1. Deposit: 30% excl. VAT on signature.
2. Monthly pro‑rata invoicing; final invoice at delivery/go‑live.
3. Payment term: 15 days from sending.
4. B2B late payment: 10% fixed indemnity (min €60) + statutory commercial interest from due date, without formal notice. No suspension/set‑off without consent. Allocation: non‑privileged → interests → oldest principal.
5. B2C late payment/reminders per Belgian law.

Article 12 — Termination without Fault

Either party may terminate with 8 business days’ registered notice. If the Client terminates without Seller’s fault: amounts paid remain acquired; performed work is due; 20% indemnity of remaining order is payable.

Article 13 — Suspension of Works

Under Civil Code art. 1794, unilateral termination requires indemnifying the Seller. On credit deterioration, the Seller may suspend/cancel and request guarantees; sums due become immediately payable, without prejudice to damages.

Article 14 — Force Majeure

No liability in case of force majeure (riot, fire, flood, strike, freeze, supply issues, administrative bans, power/telecom outage, major DC incident…). Performance is suspended; if over 2 months, either party may terminate by registered mail without indemnity.

Article 15 — Personal Data (GDPR)

1. Seller acts as controller for the business relationship under GDPR & Belgian law; rights via [GDPR email].
2. When processing on the Client’s behalf, Seller acts as processor: parties sign an Article 28 DPA (see Annex A) incl. security, confidentiality, sub‑processors, localisation, breach notice ≤ 48h and end‑of‑contract return/deletion.

Article 16 — Non‑solicitation

No solicitation/hiring of Seller’s staff or contractors during the Assignment and for 12 months thereafter, without prior written consent.

Article 17 — Confidentiality

Mutual confidentiality applies from negotiations, during and after the contract, except where disclosure is legally required or information is public.

Article 18 — Mediation – Jurisdiction – Governing Law

Belgian law governs. Disputes go first to mediation (SPF Justice accredited mediator). Failing settlement, the Brussels Enterprise Court has jurisdiction. Consumers may seize the court of their domicile.