General Terms and Conditions of Sale (GTC)

1. Scope of Application

These General Terms and Conditions of Sale (hereinafter "GTC") apply to all offers, quotes, contracts, and service provisions concluded between Huel Théo (HuelNexTech), whose registered office is located at Rue de Brabant 157, 6200 Châtelet, registered with the CBE (BCE) under number BE1036456381 (hereinafter the "Service Provider"), and any professional client (hereinafter the "Client"). The signing of a quote implies the Client's express and unreserved acceptance of these GTC. The Privacy Policy supplements these GTC.

2. Identity of the Service Provider

• Name : Huel Théo - HuelNexTech
• Legal form : Sole proprietorship
• Registered office : Rue de Brabant 157, 6200 Châtelet, Belgium
• VAT : BE1036456381 - Small business tax exemption scheme (VAT not applicable)
• Contact email : contact@huelnextech.com
• Phone : +32 479 64 51 06

3. Quotes and Orders

Quotes issued by the Service Provider are valid for a period of 30 days unless otherwise specified therein. The contract is only validly concluded upon the Client signing the quote (marked "Good for agreement"). Any modification requested by the Client during execution will be subject to a supplementary quote.

4. Rates and Payment Terms

Prices are denominated in euros. As the Service Provider benefits from the tax exemption scheme for small enterprises, VAT is not applicable (Art. 44 / 56bis of the Belgian VAT Code).

Unless specific conditions are stipulated in the accepted quote, which then prevail over these General Terms and Conditions:

4.1 Development Projects

• A deposit of 30% is required upon signature of the quote prior to commencing development work.
• The balance is invoiced upon delivery or deployment online.
• Subscriptions (hosting, maintenance) are billed monthly and payable in advance.
• Invoices are payable within 30 days from their issuance date.

4.2 Subscriptions (Hosting, Maintenance)

• Subscriptions are invoiced monthly and payable in advance. The invoice is issued at the beginning of the month preceding the period concerned and is payable within 30 days from its issuance, i.e., before the start of the invoiced period.

4.3 Due Date

• The due date appearing on each invoice reflects the aforementioned timeframes or those stipulated in the accepted quote.

5. Late Payment and Payment Default

5.1 Late Payment

In accordance with the Belgian Act of August 2, 2002 on combating late payment in commercial transactions (B2B), any late payment shall automatically and without prior notice entail:

• The application of late payment interest at the rate provided by said law.
• A lump-sum indemnity of 10% of the unpaid invoice amount, with a minimum of €40, covering debt recovery costs.

5.2 Subscription Payment Default

• In the event of failure to pay by the due date, the Service Provider shall send the Client a written reminder by email, serving as a formal notice of default.
• If the invoice remains unpaid 15 days after this reminder is sent, the Service Provider may suspend access to services (web applications, websites), without any compensation due to the Client.
• Services are restored upon receipt of full payment of all amounts due. Suspension does not release the Client from the obligation to pay for past due periods or the current period.
• If the payment default continues for 30 days following suspension, the Service Provider may terminate the contract and permanently delete the hosted data, including backups, without any compensation due to the Client. During this 30-day period, the Client may retrieve their data upon payment of the amounts due.

6. Client's Duty of Cooperation

The Client agrees to provide in a timely manner all information, access credentials, texts, and materials necessary for the proper execution of the project. If development is blocked or delayed for more than 30 days due to the Client (lack of response, missing materials), the Service Provider reserves the right to invoice the remaining balance of the project, even if the project is not yet launched or fully completed.

7. Delivery Timelines and Acceptance

Delivery dates indicated on quotes are provided for indicative purposes and will be extended if the Client delays in supplying the required elements. Except in cases of gross negligence or intentional misconduct by the Service Provider, a delay cannot give rise to cancellation or compensation.

Upon delivery of the application, the Client has a period of 7 days to report in writing any non-conformity with the initial quote. After this period, the project is deemed definitively accepted (tacit acceptance). The Service Provider grants a warranty of 30 calendar days following delivery for the free correction of bugs and anomalies (excluding new features or improper handling by the Client).

8. Intellectual Property

The Service Provider remains the exclusive owner of the source code, algorithms, and know-how developed within the scope of the project. Full payment of the invoice grants the Client a non-exclusive, non-transferable right of use (license) for the CRM or application strictly for its own internal operations. The Client is prohibited from reselling, copying, or distributing the application to third parties without prior written consent from the Service Provider.

9. Third-Party Services

The Service Provider integrates and utilizes external services (database hosting, emailing services, various APIs). Intellectual property rights and terms of service for these third-party services remain governed by their respective providers.

10. Hosting, Maintenance, and Availability

When the quote includes hosting and maintenance:

• The Service Provider commits to an obligation of best efforts (obligation de moyens) to maintain service accessibility. Uninterrupted availability (100%) cannot be guaranteed.
• Minor maintenance tasks included in the subscription (1 hour/month) are non-cumulative from month to month.
• Backups: The Service Provider exports and backs up Client data onto cold storage servers. The Service Provider will deploy reasonable efforts to restore this data in the event of an incident, but disclaims any liability for permanent loss resulting from external infrastructure failures.
• Additional storage or performance requirements will be subject to supplementary billing.

11. Limitation of Liability

The Service Provider is subject to an obligation of means. Except in cases of willful intent or gross negligence, the Service Provider cannot be held liable for indirect damages suffered by the Client (loss of revenue, loss of data, business disruption) resulting from an outage, bug, third-party service failure, or cyberattack. In any event, the financial liability of the Service Provider is strictly limited to the amount paid by the Client for the service (or to one year of subscription fees in the case of recurring services) having caused the damage.

12. Force Majeure

Neither party shall be held liable if the execution of its obligations is delayed or prevented due to an event of force majeure (natural disasters, strikes, major power grid failures, external server blackouts, unpredictable cyberattacks, etc.).

13. Personal Data Processing (GDPR)

In the context of hosting web applications or websites, the Service Provider may store personal data on behalf of the Client. Under the GDPR, the Client acts as "Data Controller" and the Service Provider acts as "Data Processor". The Service Provider commits to processing this data exclusively upon instructions from the Client and to ensure the proper operation of the service, in compliance with the Service Provider's Privacy Policy.

14. Commercial Reference

Unless otherwise requested in writing by the Client, the Service Provider is authorized to mention the Client's name, display its logo, and reference the delivered project on its website (portfolio) and marketing materials as a commercial showcase.

15. Subscription Term and Termination

Unless specified otherwise in the quote, recurring services (hosting, maintenance subscriptions) are concluded for an initial period of 12 months. They are subsequently renewed tacitly for successive one-year periods. Either party may terminate the contract with a written notice of 3 months prior to the anniversary renewal date.

16. Governing Law and Competent Jurisdiction

These GTC are governed by Belgian law. In the event of any dispute, the courts of the judicial district of the Service Provider's registered office shall have exclusive jurisdiction.