1. Offers and agreements
Offers are valid for 30 days unless stated otherwise and are without obligation until accepted in writing (e-mail suffices). An agreement comes into being when the client accepts the offer or when CleverUpps starts the work at the client’s request. Deviations from these terms apply only if confirmed in writing.
2. Scope and changes
The scope of work is described in the offer or statement of work. Requests outside that scope are handled as additional work, estimated in advance and invoiced at the agreed rates. Planning dates are indicative unless expressly agreed as binding; delays caused by late input or feedback from the client extend the planning accordingly.
3. Client cooperation
The client provides, in time, the information, content, access and decisions needed for the work, and guarantees that it holds the rights to any material it supplies. CleverUpps may suspend the work while required input is missing.
4. Prices and payment
Prices are in euro and exclusive of VAT. Unless agreed otherwise, invoices are payable within 30 days of the invoice date by bank transfer. Larger projects are invoiced in instalments (for example 40 % on order, 40 % on delivery, 20 % on acceptance) or monthly for time-based work. On late payment, interest at the rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions is due by operation of law, together with a fixed compensation of € 40 and recovery costs, and CleverUpps may suspend the services after notice.
5. Delivery and acceptance
Deliverables are deemed accepted when the client approves them in writing or puts them into production, or when no substantiated objection is received within 14 days of delivery. Defects reported within that period are corrected free of charge insofar as they concern the agreed specifications.
6. Intellectual property
Upon full payment, the client obtains the rights agreed in the offer to the deliverables made specifically for it; by default this is a transfer of the economic rights to bespoke code, designs and content. CleverUpps keeps the rights to its pre-existing material, generic components, tools and know-how and grants the client a non-exclusive, perpetual licence to use them as part of the deliverables. Open-source components remain subject to their own licences. CleverUpps may mention the client and the project as a reference unless the client objects in writing.
7. Confidentiality and data protection
Both parties keep each other’s confidential information secret during and after the agreement. Where CleverUpps processes personal data on behalf of the client, the parties conclude a data processing agreement in line with Article 28 GDPR; for its own processing CleverUpps applies its privacy policy.
8. Warranty and liability
CleverUpps performs its services with care and in line with good professional practice (best-efforts obligation unless a result is expressly guaranteed). Except in case of wilful misconduct or gross negligence, CleverUpps’ total liability per agreement is limited to the amount invoiced and paid for the services concerned in the 12 months preceding the damaging event, and CleverUpps is never liable for indirect damage such as loss of profit, loss of data, business interruption or claims by third parties. The client is responsible for backups of its own data and for the lawful use of the deliverables.
9. Duration, suspension and termination
Project agreements end on completion. Recurring services run for the agreed period and can be terminated by either party with one month’s notice before the end of the period. Either party may terminate with immediate effect if the other party seriously breaches the agreement and fails to remedy it within 14 days of notice, or in case of bankruptcy or insolvency. Work performed until termination is invoiced.
10. Force majeure
Neither party is liable for failures caused by circumstances beyond its reasonable control, including outages of hosting or third-party platforms, illness, strikes or government measures. Obligations are suspended for the duration of the event.
11. Use of this website
The content of cleverupps.be is provided for information and is protected by copyright. You may not reproduce it, other than for personal reference, without permission. We strive for accuracy but give no guarantee of completeness; product details, prices and availability of our ventures are governed by the ventures’ own websites.
12. Applicable law and disputes
Belgian law applies. Parties first try to settle a dispute amicably. Failing that, the courts of the judicial district of Leuven have jurisdiction, without prejudice to mandatory consumer-protection rules that may designate another court.
13. Contact
CleverUpps CommV · Zemst, Belgium · info@cleverupps.be · +32 484 05 23 10 · VAT BE 0724.738.765.