General terms and conditions of FD96 BV
Websites, brand identity, social media and advertising (het designbureau), visibility in AI search engines (het geobureau) and CRM, automation, custom software, lead generation and digitalisation (het aibureau).
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Article 1. Identification
1.1 You enter into this agreement with FD96 BV, Vrijdagmarkt 61 box 101, 9000 Ghent, company and VAT number BE 1042.266.978, Register of Legal Entities Ghent, represented by Timon Dhaeze.
1.2 You can reach FD96 BV at hello@hetaibureau.be or on +32 478 62 06 56.
1.3 FD96 BV offers its services through three agencies: het designbureau, het geobureau and het aibureau. Het aibureau is one of these agencies. Whichever agency carries out an assignment, FD96 BV is always the sole contracting party.
1.4 In these terms, "FD96 BV" means the service provider and "the Client" means the business placing the order. Timon Dhaeze Coaching is a trade name of the same company for its health coaching. Separate terms, published at timondhaeze.com/algemene-voorwaarden, apply to those services.
Article 2. Scope of the General Terms
2.1 These general terms apply to all proposals, quotes, orders and agreements between FD96 BV and the Client relating to the following services:
- websites, landing pages and online shops, brand identity, logo and graphic design, social media management, content production including video and online advertising;
- analysis, optimisation and monitoring of visibility in AI search engines and in traditional search engines;
- CRM and automation, integrations between systems, custom software and tools, lead generation and prospecting and digitalisation of work processes;
- maintenance, support and hosting of what FD96 BV has delivered.
2.2 These terms are intended exclusively for businesses and professional clients. The services in article 2.1 are not offered to consumers within the meaning of Book I of the Belgian Code of Economic Law.
2.3 The Client accepts these terms by approving the quote, by paying the deposit or by allowing work to begin. Agreement by email or by message counts as written agreement.
2.4 Deviations are only possible if agreed in writing and confirmed by FD96 BV. The Client's own purchasing conditions are expressly excluded, even if communicated later and even if FD96 BV does not expressly object to them.
2.5 In the event of any contradiction, the following order applies: first the specific written agreement, then the approved quote, then these general terms.
2.6 A free analysis, such as the AI analysis or the Klantpadscan, is without obligation and does not bind the Client to anything. The scores and recommendations in it are a snapshot based on FD96 BV's method and have the value of advice. FD96 BV is not liable for decisions the Client takes solely on the basis of a free analysis.
Article 3. Quotes, prices and additional costs
3.1 Every quote is without obligation and remains valid for fourteen calendar days from the date on the document, unless a different validity date is stated. After that period, the quote lapses automatically.
3.2 The prices in the quote apply only to the services and products explicitly described. FD96 BV works with a price per assignment or per month and does not charge an hourly rate.
3.3 All amounts exclude VAT and exclude third-party costs required for the work, such as domain names, hosting, paid plugins or themes, font licences, image libraries, payment providers, subscriptions to software or a CRM, usage costs of AI services and advertising budgets. These costs are announced in advance and are borne by the Client.
3.4 Anything outside the described assignment counts as additional work. Two rounds of corrections are included per component. Every additional request and every additional round of corrections receives a price in advance, which the Client approves in writing. Additional work is never carried out or charged without that prior approval.
3.5 A quote applies to the described assignment as a whole. If the Client takes only part of it, FD96 BV may revise the price of that part.
3.6 Obvious mistakes or typing errors in a quote do not bind FD96 BV.
3.7 The prices of recurring services are revised annually according to the Agoria reference index, applied to 80% of the subscription amount, with the index of the month preceding the anniversary of the agreement as reference. The revision never leads to a reduction below the original amount.
3.8 FD96 BV may also announce new rates for recurring services. It does so at least thirty calendar days in advance. If the Client does not agree, it may cancel the service concerned free of charge within those thirty days, with effect from the date the new rate applies.
Article 4. Term of the agreement and termination
4.1 A one-off assignment ends on delivery and full payment.
4.2 Maintenance, support and hosting are entered into for a term of twelve months, unless the quote specifies another term. They are tacitly renewed for twelve months each time, unless either party cancels in writing no later than two months before the expiry date.
4.3 Monthly services, such as monitoring visibility in AI search engines, social media management, advertising management and monthly lead generation, run per month. Either party may cancel them in writing with effect from the end of the current month, unless the quote specifies a minimum term.
4.4 On renewal, FD96 BV may apply new rates, subject to prior notice as set out in article 3.8.
4.5 FD96 BV may terminate the agreement unilaterally and with immediate effect, without compensation, in the event of bankruptcy, judicial reorganisation, dissolution or manifest insolvency of the Client. The same applies in the event of non-payment that continues after a notice of default has remained without effect for fifteen calendar days.
4.6 If the Client terminates an approved assignment before delivery, the deposit is retained as compensation for the time reserved and the costs incurred. If the work already performed exceeds the deposit, the difference is charged on the basis of the completed components.
4.7 On termination, FD96 BV provides the fully paid and completed components in a usable format on request.
Article 5. Delivery and payment
5.1 After acceptance of the quote, a deposit of 50% is invoiced, payable within fourteen calendar days. Work starts after receipt of that deposit. The balance is invoiced on delivery.
5.2 Delivery times are indicative and not binding. They depend directly on the timely supply of material, access and approvals by the Client. Exceeding them gives no right to compensation, termination or suspension of payment.
5.3 FD96 BV may engage third parties for the work and remains responsible to the Client for the work delivered.
5.4 The Client supplies everything needed for the work in good time and guarantees that it holds all rights to the material it supplies. It fully indemnifies FD96 BV against any third-party claim in this regard.
5.5 Delivery takes place via a preview link, a test environment or a delivery file. The Client assesses the result within ten working days. If it sends no written comments within that period, the delivery is deemed accepted. Defects that were not visible on reasonable inspection can still be reported within ten working days of their discovery.
5.6 If the Client remains unresponsive for one month after three attempts to make contact, FD96 BV may treat the assignment as delivered in its current state and send the final invoice. A later restart receives a new price proposal.
5.7 Invoices are issued immediately after acceptance of the quote and are payable within fourteen calendar days of the invoice date, without discount and without set-off. Recurring and monthly services are invoiced per period in advance.
5.8 Any dispute of an invoice must be made in writing, with reasons, within eight calendar days of receipt. After that, the invoice is deemed irrevocably accepted.
5.9 Late payment interest. Any invoice unpaid on the due date bears late payment interest of 1% per month or part of a month on the outstanding amount, by operation of law and without prior notice of default, from the day after the due date until the day of full payment.
5.10 Penalty clause. In addition to that interest, a fixed compensation of 10% of the outstanding invoice amount is due by operation of law and without prior notice of default, with a minimum of 150 euros per invoice. This compensation covers administrative costs, internal follow-up and extrajudicial collection costs. It is separate from the late payment interest in article 5.9 and from court costs and procedural compensation in the event of judicial collection. The fixed compensation of 40 euros under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions is included in this amount.
5.11 Reciprocity. The same late payment interest and the same fixed compensation are owed by FD96 BV when it must refund an amount to the Client and fails to do so within fourteen calendar days of a written reminder.
5.12 If one invoice remains unpaid on the due date, all other outstanding invoices become immediately payable and FD96 BV may suspend all work and all ongoing services, including support, maintenance, hosting, advertising management and access to protected environments, after a notice of default has remained without effect for fifteen calendar days. This suspension gives no right to compensation and does not change what remains owed.
5.13 Retention of title. As long as an invoice has not been paid in full, all delivered designs, files, source files and developed components remain the exclusive property of FD96 BV. The Client acquires no right of use in them, even if the work is already visible or online.
Article 6. Liability
6.1 FD96 BV's commitments are obligations of means. It does not guarantee any commercial result, number of visitors, number of leads or replies, position in search engines, mention in answers from AI search engines or language models, advertising result or turnover.
6.2 Except in the case of intent or fraud, FD96 BV's liability is limited to proven direct damage and to the amount invoiced for the assignment concerned. For recurring and monthly services, the maximum is the amount invoiced for that service in the twelve months before the event causing the damage.
6.3 FD96 BV is not liable for indirect damage such as consequential damage, loss of profit, loss of customers, loss of or damage to data, missed savings or reputational damage, except in the case of intent or fraud.
6.4 The Client is responsible for the content it supplies or has published, including texts, images, prices, claims and the legally required statements on its own channels.
6.5 FD96 BV is not liable for system errors, viruses, hacking, data loss, outages or defective performance of third-party services and suppliers, such as hosting providers, software platforms, advertising platforms, social networks and AI services. Nor is it liable for interventions that the Client or a third party appointed by it carries out on the delivered work.
6.6 Making and keeping backups is only part of the assignment if the quote expressly states so. Otherwise, the Client keeps its own copy of its data.
6.7 Any legal claim by the Client lapses twelve months after the event giving rise to it.
Article 7. Intellectual property rights
7.1 All intellectual property rights in material developed by FD96 BV remain with FD96 BV. This includes designs, graphic work, texts, source code, scripts, libraries, templates, components, automations and the underlying methods.
7.2 After full payment of all outstanding amounts, the Client obtains a non-exclusive and non-transferable licence to use the delivered result, for an unlimited period and limited to use within its own business and for the purposes described in the quote.
7.3 A broader transfer of rights, for example a full transfer of the rights in a logo or a brand identity, is possible if the parties agree in writing and against the fee agreed for it.
7.4 Preliminary designs, rejected concepts and variants remain the property of FD96 BV and may not be used by the Client.
7.5 Source files, working files and source code form part of the delivery if the quote expressly states so.
7.6 The Client does not modify the brand identity, designs and branding delivered by FD96 BV without prior consultation. If it nevertheless has the delivered work modified by a third party, FD96 BV bears no further responsibility from that moment for the functioning, coherence or quality of the whole.
7.7 Third-party software, plugins, fonts and images are subject to their own licences. The Client complies with those licences.
7.8 FD96 BV may show the delivered work in its portfolio, on the websites of its agencies and on its social channels and may mention the Client's name and logo as a reference. Confidential information and figures are never shown. The Client may object to this in writing.
Article 8. Confidentiality
8.1 Both parties undertake to keep strictly confidential all confidential information they receive from each other and to use it solely for performing the agreement.
8.2 This obligation continues until three years after the end of the collaboration.
8.3 Login details are exchanged via a secure channel and are changed or revoked on request after the assignment ends.
Article 9. Processing of personal data
9.1 FD96 BV complies with the General Data Protection Regulation. It processes the Client's contact details as controller for the purposes of the quote, the performance of the agreement, invoicing and its legal retention obligations.
9.2 Where FD96 BV processes personal data on behalf of the Client, for example contacts in a CRM, sign-ups from a form, users of a portal or a list of prospects, it acts as processor. The parties conclude a data processing agreement for this in accordance with article 28 GDPR.
9.3 The Client remains responsible for the lawful processing of the personal data it supplies. It ensures a valid legal basis, compliance with the duty to inform and a correct privacy notice and cookie banner on its own channels.
9.4 FD96 BV only uses sub-processors that process the data within the European Economic Area or that offer appropriate safeguards for a transfer outside it.
9.5 Further details are set out in FD96 BV's privacy statement.
Article 10. Support and maintenance
10.1 Support, maintenance and hosting are provided on the basis of an obligation of means.
10.2 A maintenance plan includes a maximum of one hour of support per month. That hour cannot be carried over to the next month. Additional support is charged separately at a price communicated and approved in advance.
10.3 Repairs are carried out as quickly as possible on working days. Without an expressly agreed service level, no response or repair time is guaranteed.
10.4 Updates to the system, plugins and security form part of maintenance if the quote states so. Damage caused by a third-party update falls outside FD96 BV's liability as set out in article 6.
Article 11. Force majeure
11.1 In the event of force majeure, FD96 BV's obligations are suspended for the duration of the event, without any right to compensation.
11.2 Force majeure includes: illness or prolonged incapacity for work of the person carrying out the work, outages of the internet, networks or hosting, cyberattacks, power cuts, fire, natural disasters, strikes, government measures and the modification or discontinuation of a third-party service on which the work depends, such as a software platform, an advertising platform, a social network or an AI service.
11.3 If the force majeure lasts longer than sixty calendar days, either party may terminate the agreement in writing without compensation. The work delivered up to then remains payable.
Article 12. Restoring websites after an outage
12.1 If a website maintained by FD96 BV goes down, FD96 BV does what is necessary to make the site available again as quickly as possible, including by restoring the latest available backup.
12.2 This restoration is an obligation of means. FD96 BV guarantees no recovery time and no completeness of the restored data. It is not liable for the consequences of the unavailability.
12.3 If the outage is due to an external cause, to an intervention by the Client or a third party or to a service for which no maintenance was taken out, the repair work is charged separately at a price communicated in advance.
Article 13. Online advertising
13.1 Advertising runs through an advertising account in the Client's name. FD96 BV receives the access it needs for the assignment. The Client pays the advertising budget directly to the platform. FD96 BV never advances advertising budget.
13.2 The budget, duration and objective of a campaign are agreed in writing in advance. FD96 BV never increases the budget without the Client's approval.
13.3 The Client is responsible for the accuracy and lawfulness of its offer, prices and claims in the advertisements and on the page they link to.
13.4 Advertising platforms decide for themselves on the approval, delivery and cost of advertisements and may reject or suspend advertisements or accounts. FD96 BV is not liable for this and guarantees no cost per enquiry, reach or number of enquiries.
Article 14. Visibility in AI search engines
14.1 FD96 BV measures and improves the Client's visibility in AI search engines and language models using its own method. A score is a snapshot according to that method.
14.2 AI search engines and language models are operated by third parties, who may change how they work at any time and without notice. Whether and how the Client appears in their answers depends on factors beyond FD96 BV's control. FD96 BV therefore guarantees no mention, no position and no increase in a score.
14.3 For changes to the Client's website, FD96 BV receives the necessary access. If the website is managed by a third party, the Client secures that third party's cooperation.
Article 15. Lead generation and prospecting
15.1 For lead generation, FD96 BV compiles lists of businesses and contact persons and prepares the approach. It does so only with data it can lawfully collect and in compliance with the GDPR and the rules on electronic marketing.
15.2 Messages to prospects are sent in the Client's name and after the Client has approved the text. The Client remains responsible for sending them, for promptly handling any objection or unsubscribe request and for following up on replies.
15.3 For prospects' personal data, FD96 BV acts as processor as set out in article 9.2. FD96 BV guarantees no number of replies, meetings or customers.
Article 16. Social media and content
16.1 FD96 BV only publishes content that the Client has approved in advance, unless the parties agree in writing that FD96 BV may publish independently within an approved plan.
16.2 Social media accounts remain in the Client's name. FD96 BV uses the access it receives solely for the assignment and returns that access on request or at the end of the collaboration.
16.3 Social networks determine the reach of posts themselves and may change their rules, functioning or access at any time. FD96 BV is not liable for this.
Article 17. Software, CRM and automation
17.1 Software, CRM systems and automations often run on third-party platforms or integrations. If such a third party changes or discontinues a service, an integration or a price, the functioning may change. An adjustment made necessary as a result falls outside the original assignment and receives a price in advance, unless it is covered by ongoing maintenance.
17.2 Subscriptions, licences, domain names and accounts the Client needs are created in the Client's name wherever possible. If FD96 BV creates them in its own name, it transfers them to the Client on request as soon as all invoices have been paid.
17.3 Custom software and tools are covered by the licence in article 7.2. Source code is only delivered if the quote states so, as set out in article 7.5.
Article 18. Use of AI tools
18.1 In carrying out its work, FD96 BV uses software and tools based on artificial intelligence, among other things to prepare texts, designs, code and analyses.
18.2 Everything FD96 BV delivers is checked by FD96 BV before it reaches the Client. In choosing and using these tools, FD96 BV takes into account the confidentiality in article 8 and the rules on personal data in article 9.
Article 19. Changes to the General Terms
19.1 FD96 BV reserves the right to change these general terms.
19.2 A new assignment is governed by the version in force at the time the quote is approved.
19.3 For ongoing recurring and monthly services, changes take effect thirty calendar days after publication. If the Client does not agree, it may cancel the service concerned free of charge within that period, with effect from the date the change applies.
Article 20. Language
20.1 These terms exist in Dutch, French and English. In the event of any discrepancy between the versions, the Dutch text prevails.
Article 21. Final provisions
21.1 Failure to enforce a right under these terms does not constitute a waiver of that right.
21.2 The Client may only transfer its rights and obligations to a third party with FD96 BV's prior written consent. FD96 BV may transfer the agreement in the context of a reorganisation or a transfer of its business.
21.3 If a provision is void or unenforceable, the other clauses remain fully in force. The parties replace the void provision with a valid provision that comes as close as possible to the original intent.
21.4 Notices between the parties are validly given by email to the addresses used in the quote or in the most recent correspondence.
Article 22. Governing law and jurisdiction
22.1 Belgian law applies to every agreement between FD96 BV and the Client.
22.2 All disputes fall under the exclusive jurisdiction of the courts of the judicial district of Ghent. For disputes between businesses, this is the Enterprise Court of Ghent, Ghent division.