General terms and conditions of sale and services

Last updated : April 29, 2026

ARCKONE SRL - Version 1.2 - April 2026

Article 1 - Identification

ARCKONE SRL, Belgian limited liability company.

Registered office: Rue Beyaert 83, 7500 Tournai, Belgium
Email: hello@arckone.com
Phone: +32 490 46 03 34
Company number (BCE): 1036.692.448
VAT: BE 1036.692.448
Commercial court: RPM Tribunal de l’entreprise du Hainaut, division Tournai

Unless otherwise stated in the quote, no insurance specific to the engagement is declared. Where professional liability insurance is required for an engagement, its existence, scope, and coverage limits must be confirmed in writing before work starts.

Hereinafter referred to as “the Provider”.

Article 2 - Scope

2.1. These general terms and conditions apply to all offers, quotes, contracts, and services between the Provider and the Client (hereinafter “the Client”), unless otherwise agreed in writing and signed by both parties.

2.2. The Client is deemed to accept these terms upon signing a quote, providing written confirmation of an order, or making any payment (even partial) on an invoice.

2.3. The Client’s own terms and conditions are not binding on the Provider unless explicitly accepted in writing by the Provider. In case of conflict, these terms prevail.

2.4. The Provider reserves the right to modify these terms for objective reasons (legislative, regulatory, technical, or economic changes). New terms apply to any new order placed after publication. For ongoing contracts, the Provider will notify the Client in writing with 30 days’ notice. Modifications to essential elements of the contract (price, scope, liability) require the Client’s written consent.

2.5. “Business Client” means any natural or legal person acting for purposes relating to their commercial, industrial, craft, liberal, or professional activity. “Consumer Client” means any natural person acting for purposes outside their professional activity. Where the Client is a consumer, mandatory consumer protection rules prevail over any conflicting clause in these terms.

Article 3 - Quotes and orders

3.1. Quotes are valid for 30 calendar days from their date of issue, unless otherwise stated.

3.2. A quote accepted by the Client constitutes a firm order. Acceptance may be given by signature, email, or any other written means.

3.3. Any modification to the initial quote requires a written amendment and may result in price and timeline adjustments. The Provider is not required to begin additional work before the amendment is signed.

3.4. Prices quoted are in euros, excluding VAT, unless otherwise stated.

3.5. The quote details the agreed functional and technical specifications. Items not explicitly mentioned are outside the scope of the engagement.

3.6. For orders concluded online, the Client confirms the order after being able to review the essential characteristics of the service, the price, payment terms, these general terms, and, where applicable, withdrawal information. The order becomes final only after confirmation by the Provider or effective payment validation, depending on the applicable order flow.

3.7. The Provider may refuse or suspend an order in case of a manifest pricing or description error, suspected fraud, refused payment, incomplete information, or a request manifestly incompatible with its activities, legal obligations, or technical constraints.

Article 4 - Pricing

4.1. Services are billed as agreed: fixed price, time and materials (hourly or daily rate), or subscription.

4.2. For time-and-materials work, the Provider supplies a timesheet. The applicable rate is as stated in the quote or contract.

4.3. Travel, accommodation, third-party licences, and other agreed costs are billed separately, unless explicitly included in the fixed price.

4.4. The Provider may adjust rates annually with 30 days’ written notice. Rate changes do not apply to ongoing orders. Third-party licence, subscription, and service fees (hosting, SaaS, APIs) are subject to change by their respective vendors. Such changes are passed on to the Client with reasonable notice.

4.5. Fixed prices are firm and final for the scope defined in the quote. They are not subject to revision or renegotiation due to change of circumstances (the parties expressly exclude the application of article 5.74 of the Belgian Civil Code to agreed fixed prices).

Article 5 - Invoicing and payment

5.1. Invoices are payable within 30 calendar days of the invoice date, unless otherwise agreed in writing.

5.2. Payment terms may never exceed 60 calendar days (Belgian law of 2 August 2002).

5.3. For projects exceeding 2,500 EUR (excl. VAT), the Provider may request a 30% to 50% deposit before work begins. The balance is invoiced upon delivery or according to the agreed payment schedule. If the deposit is not paid, the Provider is not required to begin work.

5.4. Invoices are sent electronically via Peppol (for VAT-registered Belgian clients) or by email in PDF format.

5.5. An invoice not contested in writing within 15 calendar days of receipt is deemed accepted.

5.6. Any contestation of an invoice must be submitted in writing within 15 calendar days of receipt, in a precise and reasoned manner. Partial contestation does not suspend the obligation to pay the uncontested portion.

Article 6 - Late payment

6.1. This article 6 applies to Business Clients. Where the Client is a consumer, the specific rules in article 22.7 apply.

6.2. In case of late payment by a Business Client, overdue sums bear interest automatically and without prior notice at the rate applicable to commercial transactions as set biannually under the Belgian law of 2 August 2002, as published by the FPS Finance.

6.3. A flat-rate recovery fee is also due automatically:

Minimum 40 EUR (statutory B2B compensation, art. 6 of the law of 2 August 2002)
For amounts exceeding 400 EUR: 10% of the overdue sum
For amounts exceeding 12,500 EUR: 5%, with a minimum of 937.50 EUR

6.4. The Provider may, in case of late payment:

Suspend all ongoing services until full payment of all sums due, without such suspension giving rise to any compensation or penalty
Accelerate all outstanding invoices not yet due
Refuse new orders

6.5. Any judicial or extrajudicial recovery costs (bailiff, lawyer, collection agency) are borne by the Business Client.

Article 7 - Client obligations

7.1. The Client undertakes to provide all information, data, access, and documents necessary for the proper execution of the engagement, within agreed timelines. Any delay by the Client in providing these elements results in a proportional extension of delivery timelines and cannot give rise to any penalty against the Provider.

7.2. The Client designates a single point of contact authorised to approve deliverables and make project decisions. Instructions from the designated contact are binding on the Client.

7.3. The Client warrants that it holds all necessary rights over the content, data, texts, images, logos, and any other material it provides to the Provider. The Client indemnifies the Provider against any third-party claims relating to such content (counterfeiting, defamation, personality rights infringement, privacy violation, or any other rights infringement).

7.4. The Client is solely responsible for regularly backing up its own data and the content it provides to the Provider, unless otherwise agreed in writing.

7.5. Where the Client provides personal data for automated processing or AI model training, the Client warrants the lawfulness of the collection and processing of such data, including obtaining necessary consents.

7.6. The Client shall not transmit sensitive data within the meaning of the GDPR to the Provider, including health data, biometric data, data relating to beliefs, sexual orientation, offences, or minors, unless a prior written agreement specifies the data concerned, purposes, security measures, retention periods, and responsibilities of each party.

Article 8 - Performance of services

8.1. The Provider commits to performing services with the care and diligence of a competent professional. The Provider’s obligations are obligations of means, unless otherwise agreed in writing.

8.2. Delivery timelines are indicative and non-binding, unless explicitly stated otherwise in writing. Exceeding an indicative timeline does not entitle the Client to compensation or contract termination.

8.3. The Provider is free to organise its work as it sees fit (methods, tools, schedule), within the agreed specifications.

8.4. For consulting services (consulting, engineering, AI), the Provider offers recommendations based on available information at the time of the engagement. Results depend on factors beyond the Provider’s control. The Provider does not guarantee specific outcomes (including in terms of search engine rankings, algorithmic performance, or return on investment).

8.5. Services involving artificial intelligence: outputs produced or assisted by AI tools, including text, images, code, analyses, classifications, or recommendations, are provided under an obligation of means. The Provider does not guarantee their accuracy, completeness, absence of bias, originality, suitability for a specific use, or absence of third-party rights.

8.6. The Client remains solely responsible for human validation, interpretation, final decision-making, publication, production deployment, and use of results involving AI. Except in case of proven fault by the Provider in performing the engagement, the Provider is not responsible for consequences arising from the Client’s or a third party’s final use of such results.

8.7. Results involving AI may not be used for decisions with legal, financial, medical, HR, insurance, security, or otherwise significant effects on individuals without appropriate human validation, risk assessment, and a specific written agreement between the parties.

8.8. Ownership of AI-generated outputs produced during the engagement follows the rules set out in article 11, subject to the terms applicable to the tools, models, datasets, and third-party components used.

Article 9 - Acceptance and validation

9.1. Upon delivery of each deliverable or at the end of the engagement, the Client has 15 working days to submit written and reasoned observations. After this period, the deliverable is deemed accepted without reservation (tacit acceptance).

9.2. Observations must be precise, reasoned, and relate exclusively to non-conformity with the agreed specifications. The Provider corrects non-conforming elements within a reasonable timeframe.

9.3. The Client may accept a deliverable subject to minor anomalies that do not compromise its use. Such anomalies are addressed under the warranty (article 10).

9.4. Requests for additions or changes not included in the original quote are treated as additional services (articles 3.3 and 3.5).

9.5. Acceptance, whether express or tacit, covers the conformity of the deliverable with the agreed specifications. It does not constitute a waiver by the Client of any hidden defects, which remain subject to the warranty under article 10.

9.6. Putting a deliverable into production, in whole or in part, constitutes final acceptance of the elements put into production.

Article 10 - Warranty

10.1. The Provider warrants conformity with agreed specifications for 60 calendar days from acceptance (express or tacit).

10.2. During this period, the Provider corrects free of charge any reproducible anomalies that constitute a deviation from the agreed specifications.

10.3. Excluded from the warranty:

Issues caused by unauthorised modifications by the Client or a third party
Issues from non-conforming use or use inconsistent with the specifications or documentation
Issues related to the Client’s technical environment (hardware, software, network) not specified in the quote
Feature requests or functional changes
Minor or cosmetic anomalies that do not compromise use of the deliverable

10.4. After expiration of the warranty period, any intervention by the Provider (corrective, adaptive, or evolutionary maintenance) is billed separately at prevailing rates.

10.5. The Provider warrants the proper functioning of third-party components in the delivered configuration. However, the Provider does not warrant updates, changes, or service interruptions decided by third-party vendors.

Article 11 - Intellectual property

11.1. Principle: the Provider is and remains the holder of all intellectual property rights (copyright, related rights, database rights, software rights) over works created during the engagement, in accordance with Book XI of the Belgian Code of Economic Law.

11.2. Licence: upon full payment of all sums due under the contract, the Provider grants the Client a non-exclusive, worldwide licence for the legal duration of copyright protection, to use the deliverables for the agreed purposes. This licence includes the rights of reproduction, public communication, distribution, and adaptation necessary for the Client’s normal use of the deliverables. Unless otherwise stated in the quote, the Provider retains the right to reuse, adapt, and commercialise all or part of the work for other clients or projects. The remuneration for this licence is included in the price of the services as agreed in the quote.

11.3. Exclusive property of the Provider: source code (unless explicitly stated in the quote), the Provider’s generic tools, libraries, frameworks, templates, methods, algorithms, and know-how remain the exclusive property of the Provider. The Client receives a non-exclusive, perpetual, and non-transferable licence to use these elements within the deliverables. Open-source components integrated in the deliverables remain subject to their respective licences. The Provider informs the Client, upon request, of the list of open-source components used. Unless explicitly stated in the quote, only the compiled, deployed, or usable deliverable is handed over to the Client.

11.4. Right of reference: unless the Client objects in writing within 30 days of the end of the engagement, the Provider may reference the project in its portfolio and commercial references, in a non-confidential manner.

11.5. Without full payment, no licence is granted and the Client has no right to use the deliverables. The Provider is entitled to demand cessation of use and return or destruction of the deliverables.

11.6. Domain names: domain names registered by the Provider on behalf of the Client remain the Client’s property. The Provider transfers them to the Client upon simple written request, after full payment.

11.7. The quote may provide specific intellectual property terms, including source code delivery, an exclusive licence, assignment of rights, escrow, maintenance, or enhanced reversibility. Such terms apply only if explicitly stated in the quote or in a written agreement signed by the parties.

Article 12 - Confidentiality

12.1. Each party undertakes to treat as confidential all commercial, technical, or financial information shared by the other party during the engagement, regardless of format (oral, written, digital).

12.2. This obligation continues for 3 years after the end of the relationship. For information expressly marked “highly confidential” by the disclosing party, this period is extended to 5 years.

12.3. Excluded from this obligation is information that:

Is or becomes publicly available through no fault of the receiving party
Was already known to the receiving party prior to disclosure
Is lawfully received from a third party not bound by confidentiality obligations
Must be disclosed under a legal obligation or court order, after prior notification to the other party to the extent possible

13.1. The Provider processes the Client’s personal data (name, address, email, phone, VAT number) as data controller for client relationship management, billing, and communication purposes.

13.2. The legal basis for processing is the performance of the contract (Art. 6.1.b GDPR) and the legitimate interest of the Provider (Art. 6.1.f GDPR).

13.3. Data is retained for the duration of the business relationship, then for the statutory limitation period (10 years for tax obligations).

13.4. The Client may exercise rights of access, rectification, erasure, restriction, portability, and objection by emailing hello@arckone.com.

13.5. If the Provider processes personal data on behalf of the Client (processor within the meaning of the GDPR), a Data Processing Agreement will be concluded separately before processing begins. That agreement specifies, in particular, the categories of data, data subjects, purposes, retention periods, security measures, further processors, and the Client’s documented instructions.

13.6. The Provider processes sensitive or high-risk data only if such processing is expressly provided for in writing before the start of the engagement and if the required safeguards are defined. In the absence of such a specific written agreement, the Client must refrain from transmitting such data to the Provider.

13.7. The Client also has the right to lodge a complaint with the Belgian Data Protection Authority (APD), Rue de la Presse 35, 1000 Brussels (www.autoriteprotectiondonnees.be).

Article 14 - Liability

14.1. The Provider’s liability is limited to direct and foreseeable damages resulting from a proven fault in the performance of its obligations.

14.2. The Provider is not liable for indirect damages (loss of profit, data loss, loss of revenue, loss of clients, loss of opportunity, reputational damage, or any loss of business).

14.3. Total liability, whether contractual or extra-contractual, is capped at the total amount (excl. VAT) invoiced for the relevant service in the preceding 12 months. This cap does not apply in cases of:

Fraud or gross negligence by the Provider
Personal injury
Breach of intellectual property obligations (article 11)
Breach of confidentiality obligations (article 12)

14.4. The Provider is not liable for malfunctions or interruptions related to third-party services (hosting, APIs, SaaS tools, cloud services) over which it has no direct control.

14.5. The Client acknowledges that IT systems cannot be entirely free of bugs or vulnerabilities. The Provider does not warrant uninterrupted or error-free operation of the deliverables outside the agreed specifications and warranty period.

14.6. Any liability claim must be brought within 24 months of the triggering event. This limitation does not apply to consumers, who benefit from statutory limitation periods.

Article 15 - Force majeure

15.1. Neither party is liable for failure to perform due to force majeure. The following are considered force majeure events (non-exhaustive list): natural disasters, pandemics, epidemics, acts of war or terrorism, government decisions, general strikes, widespread network or power outages, cyberattacks, major failures of third-party cloud or hosting services, major failures of critical digital service providers.

15.2. The party invoking force majeure shall notify the other party in writing as soon as possible, providing available supporting evidence. If force majeure continues beyond 60 days, either party may terminate the contract in writing without compensation. Services already performed remain due.

Article 16 - Termination

16.1. In case of material breach, either party may terminate by registered letter after a detailed and reasoned formal notice has remained without effect for 15 calendar days.

16.2. If the Client terminates early without cause:

All completed work and incurred costs are fully due.
For business clients, a flat-rate compensation of 20% of the remaining unperformed services applies, corresponding to estimated loss of profit and fixed costs incurred by the Provider in organising the engagement.
For consumer clients, the compensation is calculated pro rata based on project progress and may not exceed 10% of the remaining unperformed services.

16.3. In case of bankruptcy, liquidation, judicial reorganisation proceedings, or cessation of activity of either party, the other party may terminate the contract by operation of law through simple written notification.

16.4. Upon termination, regardless of cause, the articles on intellectual property (art. 11), confidentiality (art. 12), data protection (art. 13), liability (art. 14), and jurisdiction (art. 20) survive.

Article 17 - Subcontracting

17.1. The Provider may engage subcontractors for the performance of all or part of the services. The Provider remains responsible for the proper execution of subcontracted work.

17.2. Subcontractors are bound by the same confidentiality and data protection obligations as the Provider. The Provider ensures that its subcontractors provide sufficient guarantees regarding security and GDPR compliance.

Article 18 - Non-solicitation

18.1. During the contract and for 12 months afterwards, neither party shall solicit, recruit, or employ, directly or indirectly, employees or subcontractors of the other party who were involved in the engagement.

18.2. Breach of this clause incurs a flat-rate compensation equal to 3 months’ gross salary of the person concerned, without prejudice to the injured party’s right to claim additional compensation if damages exceed this amount. This clause does not prevent recruitment through a general public job posting, without active solicitation of the person concerned.

Article 19 - Data portability and exit clause

19.1. Upon contract termination, regardless of cause, the Provider returns all Client data in a standard, usable format upon written request within 30 days of the end of the contract.

19.2. Migration, export, and transition assistance costs are borne by the Client and billed at prevailing rates, unless otherwise agreed in the quote.

19.3. After the 30-day period referred to in 19.1, the Provider may delete the Client’s data from its systems following a final notice by email with 15 days’ grace, except where retention is necessary to comply with legal, tax, accounting, evidentiary, security, backup, or log management obligations.

19.4. Upon request and for a fee, the Provider may assist with the transition to another provider by supplying technical documentation of the work performed, a reasonable knowledge transfer, and access to any technical information necessary for the continuity of the services.

Article 20 - Applicable law and jurisdiction

20.1. These terms and all contractual relationships are governed by Belgian law.

20.2. The parties shall seek an amicable resolution within 30 days, if appropriate through mediation by a mediator accredited by the Federal Mediation Commission.

20.3. Failing agreement within the period referred to in 20.2, the courts of the Hainaut district, Tournai division, have exclusive jurisdiction.

Article 21 - Electronic evidence

21.1. The parties accept that email exchanges at contractual addresses constitute valid and admissible evidence.

21.2. The Provider’s computer files, logs, backups, and electronic records constitute admissible evidence of the performance of services, the number of hours worked, and communications exchanged, unless proven otherwise.

21.3. Any notification sent by email to the contractual address of the recipient is deemed received on the first business day following its dispatch.

Article 22 - Consumer provisions (B2C)

22.1. When the Client is a consumer under Book VI of the Belgian Code of Economic Law, the following provisions prevail over any conflicting clauses in these terms:

22.2. Pre-contractual information: before any distance or online order, the consumer receives the legally required information on the Provider’s identity, the essential characteristics of the service, the price, payment terms, performance deadlines, legal guarantees, and the right of withdrawal.

22.3. Right of withdrawal: the consumer has 14 calendar days from the conclusion of the contract to withdraw without reason or penalty, in accordance with articles VI.47 et seq. of the Belgian Code of Economic Law. The consumer may exercise this right by email to hello@arckone.com or by using the model form in article 24. Any unambiguous statement expressing the wish to withdraw is sufficient.

22.4. Start of performance during the withdrawal period: unless expressly requested by the consumer, the Provider does not start providing a service before the withdrawal period expires. If the consumer expressly requests that performance begins during that period and subsequently withdraws, the consumer must pay an amount proportionate to the services already performed until the withdrawal notice.

22.5. Loss of the right of withdrawal: for services fully performed before the end of the withdrawal period, the consumer loses the right of withdrawal only if performance began with the consumer’s prior express consent and acknowledgement of the loss of that right after full performance. For digital content not supplied on a tangible medium, the loss of the right of withdrawal occurs only in the cases provided by law, after the consumer’s prior express consent and acknowledgement of the loss of that right.

22.6. Refund in case of withdrawal: in case of valid withdrawal, the Provider refunds payments received from the consumer within 14 days from the day on which it is informed of the withdrawal decision, using the same payment method as for the initial transaction unless otherwise agreed. The Provider may deduct the proportionate amount due for services already performed at the consumer’s express request.

22.7. Late payment by consumers: in case of non-payment by a consumer, the first reminder is free of charge. The Provider may claim late-payment interest or flat-rate compensation only after a minimum period of 14 calendar days following the reminder has expired, calculated in accordance with mandatory rules. Any flat-rate compensation may not exceed the statutory caps applicable to consumer debts: 20 EUR if the outstanding balance is less than or equal to 150 EUR, 30 EUR plus 10% of the tranche between 150.01 EUR and 500 EUR if the outstanding balance is between 150.01 EUR and 500 EUR, and 65 EUR plus 5% of the tranche above 500 EUR, capped at 2,000 EUR, if the outstanding balance exceeds 500 EUR. No other amicable recovery amount may be claimed from the consumer beyond the interest and compensation authorised by law.

22.8. Jurisdiction: the competent court is determined according to the mandatory rules applicable to consumers. The consumer may in particular bring proceedings before the courts of their domicile where the law so provides.

22.9. Liability: the limitations in article 14 apply to consumers only insofar as permitted by the Belgian Code of Economic Law. They may not exclude the Provider’s liability for damages resulting from its own personal acts where the law prohibits such exclusion.

22.10. Penalty clause: the termination compensation in article 16.2 is reciprocal for consumers. In case of breach by the Provider leading to termination, the consumer is entitled to equivalent compensation under the conditions provided by law.

22.11. Legal guarantee: the consumer benefits from the legal guarantee of conformity for digital content and services, as provided by mandatory applicable provisions.

Article 23 - Miscellaneous

23.1. If any clause is declared void or unenforceable by a competent court, the remaining clauses remain in force. The void clause is replaced by a valid clause with an economic and legal effect as close as possible to the original clause.

23.2. Failure to exercise a right does not constitute a waiver of that right.

23.3. These terms are drafted in French. In case of translation, the French version prevails.

23.4. The contract constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, on the same subject.

Article 24 - Model withdrawal form

The consumer may use the model below, but is not required to do so. A clear statement sent by email is also sufficient.

To ARCKONE SRL, Rue Beyaert 83, 7500 Tournai, Belgium, hello@arckone.com:

I hereby notify you of my withdrawal from the contract relating to the following service:

Ordered on:
Consumer’s name:
Consumer’s address:
Email used for the order:
Consumer’s signature, only in case of paper notification:
Date:

ARCKONE SRL - Rue Beyaert 83, 7500 Tournai, Belgium - BCE 1036.692.448 - VAT BE 1036.692.448