General terms and conditions

1. Identification

Dean Wyns CommV, limited partnership (commanditaire vennootschap) under Belgian law, with registered office at Bonifantenstraat 2/24, 9000 Ghent, Belgium, company number and VAT number BE 0761.414.069, RPR Ghent (“the Contractor”). Email: info@wyns.dev.

2. Scope

These terms apply to all quotes, agreements and services of the Contractor. The Contractor’s services are offered exclusively to businesses and organisations, not to consumers. By accepting a quote, the client confirms that it acts for professional purposes and that it has received and accepted these terms before entering into the agreement. The client’s own terms and conditions do not apply unless expressly accepted by the Contractor in writing. Deviations from these terms are only valid if agreed in writing.

3. Quotes and agreements

Quotes are valid for 30 days, unless stated otherwise. An agreement is formed when the client accepts a quote in writing or by email. Work is performed either at a fixed price for a defined scope, or on a time-and-materials basis at the agreed rates. Work outside the agreed scope is charged separately, after consultation.

4. Performance

The Contractor performs the work to the best of its ability and in accordance with the standards of the profession; this is an obligation of means, not of result, unless expressly agreed otherwise in writing. The client provides in time all information, access and cooperation needed for the work. Deadlines are indicative, unless expressly agreed as binding. A delay does not entitle the client to terminate the agreement or claim compensation, unless the delay is substantial and the client has first given written notice with a reasonable period to remedy it.

5. Fees and payment

All prices are in euro and exclusive of VAT. Invoices are payable within 30 days of the invoice date, unless agreed otherwise. In case of late payment, the Contractor is entitled by law and without prior notice to interest at the rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed compensation for recovery costs of €40, without prejudice to the right to claim reasonable proven recovery costs above that amount. After written notice, the Contractor may suspend the work until full payment.

6. Acceptance

Delivered work is deemed accepted if the client does not report substantiated defects in writing within 14 days of delivery, or as soon as it is put into production. Hidden defects must be reported in writing within a reasonable time after discovery; the Contractor will correct them free of charge where they result from its own work.

7. Intellectual property

Upon full payment, the client receives the intellectual property rights to, or an exclusive licence to use, the custom software and deliverables created specifically for the client under the agreement, as agreed in the quote. Pre-existing tools, libraries, code and know-how of the Contractor remain the property of the Contractor; the client receives a non-exclusive, perpetual licence to use them insofar as they are part of the deliverables. Open-source components remain subject to their own licences.

8. Liability

The Contractor is only liable for damage caused by its own fault. Its total liability is limited to the amount invoiced for the assignment concerned in the twelve months preceding the event giving rise to the damage. The Contractor is not liable for indirect or consequential damage, such as loss of profit, revenue, data, goodwill or business interruption. The client is responsible for keeping adequate backups of its data. These limitations do not apply in case of fraud, intentional misconduct or gross negligence of the Contractor, nor to liability for death or personal injury.

9. Confidentiality

Both parties keep confidential all non-public information they receive from each other in the context of the agreement, and use it only for the purposes of the agreement. This obligation continues for three years after the end of the agreement.

10. Personal data

Where the Contractor processes personal data on behalf of the client in the course of the work, the Contractor acts as a processor and the parties will conclude a data processing agreement in accordance with Article 28 GDPR. The processing of the client’s own contact data by the Contractor is described in the privacy policy.

11. Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing without compensation; work performed until then is invoiced.

12. Termination

Agreements for an indefinite term may be terminated by either party in writing with one month’s notice, unless agreed otherwise. Either party may terminate the agreement with immediate effect in writing if the other party seriously breaches its obligations and fails to remedy the breach within 15 days of written notice, or in case of bankruptcy or insolvency of the other party. Work performed up to the termination date is always invoiced.

13. Invalidity

If any provision of these terms is held invalid or unenforceable, the other provisions remain in full force. The invalid provision will be replaced by a valid provision that comes as close as possible to its original intent.

14. Governing law and jurisdiction

These terms and all agreements of the Contractor are governed by Belgian law. Any dispute falls under the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.