Terms & Conditions

1.1 These terms and conditions are used by Cultuur Atelier, the sole proprietorship of Ilya Dierckens, registered office at Biezenstraat 31, 8800 Roeselare, Belgium, company/VAT number BE 1028960657, email info@cultuuratelier.com, phone +32 496 39 30 54 (hereinafter "Cultuur Atelier", "we" or "I").

1.2 These terms and conditions apply to every quote, order, agreement and delivery of services by Cultuur Atelier to a client ("client"), to the exclusion of any of the client's own (purchase) conditions, unless expressly agreed otherwise in writing.

1.3 Cultuur Atelier is primarily aimed at businesses, associations and institutions (B2B). Where an agreement is exceptionally concluded with a natural person not acting within the scope of their profession or business ("consumer"), the mandatory provisions of Book VI of the Belgian Code of Economic Law apply in derogation from these terms — see Article 20.

1.4 By accepting a quote, placing an order or starting the collaboration, the client accepts these terms and conditions. They are provided to the client before or at the conclusion of the agreement and form an integral part of it.

Assignment/Services: the services to be provided by Cultuur Atelier, including among others web development, hosting, maintenance, and data migration/database analysis.

Quote: a non-binding, written proposal from Cultuur Atelier describing the services and the price.

Agreement: the specific arrangement between Cultuur Atelier and the client, consisting of the (signed/accepted) quote or order confirmation, together with these terms and conditions.

3.1 All quotes from Cultuur Atelier are non-binding and remain valid for 30 calendar days from the date of the quote, unless stated otherwise.

3.2 The agreement is formed at the moment the client accepts the quote in writing (email is sufficient), or at the moment Cultuur Atelier — with the client's consent — begins execution.

3.3 Obvious material errors (e.g. calculation or typing errors) in a quote or agreement do not bind Cultuur Atelier.

3.4 Changes to an already accepted quote or agreement are only valid if confirmed in writing by both parties.

4.1 Cultuur Atelier carries out the assignment in accordance with good professional practice and on a best-efforts basis, unless a result has been expressly guaranteed.

4.2 The client undertakes to provide, in a timely manner, all information, texts, images, access and feedback reasonably necessary for execution. Delays resulting from late or incomplete cooperation by the client cannot be attributed to Cultuur Atelier and may give rise to a reasonable adjustment of price and/or timeline.

4.3 The client is responsible for the lawfulness and accuracy of all content it supplies (texts, images, data, trademarks) and indemnifies Cultuur Atelier against third-party claims in this regard.

5.1 Stated execution or delivery timelines are indicative and communicated as accurately as possible, but never constitute an obligation of result, unless expressly and in writing agreed as binding.

5.2 Exceeding an indicative timeline does not entitle the client to compensation or termination, except in the case of a binding timeline that is exceeded by more than 10 working days without valid reason, and after prior formal notice with a reasonable additional period.

6.1 All prices are in euro, excluding VAT, unless stated otherwise.

6.2 Prices in a quote are based on the scope of the assignment known at that time. Additional work and third-party costs (e.g. licenses, plugins, stock images, domain registration) are charged separately, unless expressly included.

6.3 For recurring services (hosting, maintenance), the price may be indexed annually based on the health index (or another objective index specified in the agreement), with written notice to the client at least 30 days before it takes effect. Any other price change during the term of an ongoing subscription is announced in writing at least 60 days in advance; in that case the client has the right to terminate the agreement free of charge as of the date the change takes effect.

7.1 Invoices are payable within 30 days of the invoice date, unless stated otherwise on the invoice, by transfer to the account number stated on the invoice.

7.2 In the event of non-payment by the due date, the client automatically owes, without prior formal notice, statutory interest at the rate set out in the Act of 2 August 2002 on combating late payment in commercial transactions (in B2B relationships), as applicable at the time the debt becomes due, plus a fixed compensation for collection costs of €40, without prejudice to Cultuur Atelier's right to prove and claim higher, actually incurred damages.

7.3 In the event of non-payment of an invoice by its due date, Cultuur Atelier reserves the right, after formal notice that remains without effect, to suspend the execution of ongoing and future services (including hosting) until full payment has been received.

7.4 This provision does not affect the statutory rights of a client acting as a consumer (see Article 20), for whom a separate, legally compliant arrangement applies.

8.1 Services of a recurring nature (hosting, maintenance, updates) are provided for the period specified in the agreement (e.g. monthly) and are tacitly renewed for the same period, unless one of the parties gives written notice at least 1 month before the end of the current period.

8.2 Cultuur Atelier provides hosting/maintenance with ordinary care, but does not guarantee uninterrupted availability (see also Article 12 — Liability). Scheduled maintenance is announced in advance where reasonably possible.

8.3 Upon termination of hosting/maintenance, for whatever reason, Cultuur Atelier provides the client — as far as reasonably possible and after settlement of any outstanding invoices — with an export copy of the website/data, so the client can continue elsewhere.

9.1 Work not included in the original quote is considered additional work and is only carried out after mutual agreement on the additional price and/or timeline adjustment.

9.2 Small change requests may be communicated verbally/by email; Cultuur Atelier confirms the impact on price and timeline in writing before execution.

10.1 All intellectual property rights (including copyright) in websites, source code, designs, documentation and other works developed by Cultuur Atelier remain with Cultuur Atelier until the client has fully paid all related invoices. At that point, the right of use (or, where expressly agreed, ownership) transfers to the client as specified in the agreement.

10.2 Unless otherwise agreed in writing, the client obtains a non-exclusive, non-transferable right of use for its own business purposes. Reusable proprietary building blocks, frameworks, templates and generic components of Cultuur Atelier always remain the property of Cultuur Atelier and may also be used by Cultuur Atelier for other clients.

10.3 Cultuur Atelier indemnifies the client against third-party claims for infringement of intellectual property rights arising from Cultuur Atelier's own creations, excluding elements supplied by the client itself or open-source/third-party components supplied under their own licence.

Unless the client expressly objects in writing, Cultuur Atelier may use the name, logo and a short description of the completed project as a reference (portfolio, website, social media), without this giving the client any right to compensation.

12.1 Cultuur Atelier is liable for intent, gross negligence, and the non-performance of an essential obligation, as well as — without limit — for damage from death or physical injury caused by a fault of Cultuur Atelier. This liability cannot be contractually limited or excluded.

12.2 For all other damage, Cultuur Atelier's liability, insofar as legally permitted, is limited to the amount paid by the client for the service that gave rise to the damage in the 12 months preceding the harmful event, with an absolute maximum of €5,000 per claim.

12.3 Cultuur Atelier is never liable for indirect damage, such as — without limitation — loss of profit, loss of customers, loss of data (insofar as the client could have provided its own back-up), or reputational damage.

12.4 For hosting/maintenance, Cultuur Atelier makes efforts to pursue reasonable availability, but does not guarantee 100% uptime; outages at third-party providers (hosting partner, domain registrar, CDN, payment providers, etc.) fall outside Cultuur Atelier's liability.

12.5 Any liability claim by the client lapses if not reported to Cultuur Atelier in writing within 12 months of the harmful event, or of the moment the client could reasonably have become aware of it.

13.1 Cultuur Atelier cannot be held liable for a delay in or non-performance of its obligations resulting from force majeure, including — non-exhaustively — illness, failure of internet, hosting or utility services, cyber incidents at third parties, government measures, or other circumstances beyond its reasonable control.

13.2 In the event of force majeure lasting longer than 30 days, either party may terminate the agreement in writing without right to compensation, without prejudice to payment for services already delivered.

Both parties treat all non-public information received from each other in the context of the agreement as confidential and use it solely for the execution of the assignment, unless disclosure is legally required.

15.1 Cultuur Atelier processes the client's personal data (contact persons) as data controller for managing the client relationship, invoicing and communication, in accordance with its privacy policy.

15.2 Insofar as Cultuur Atelier processes personal data on behalf and under the instructions of the client in the context of hosting or maintenance (e.g. data of visitors/users of the client's website), Cultuur Atelier acts as processor within the meaning of Article 28 GDPR. Where relevant, the parties shall enter into a separate data processing agreement, which takes precedence over this provision as regards the processing of that data.

16.1 Either party may terminate the agreement in writing with immediate effect if the other party, after written notice of default with a 14-day period, fails to fulfil a material contractual obligation, as well as in the event of bankruptcy, manifest insolvency or cessation of activities of the other party.

16.2 In the event of termination attributable to the client, services already rendered and costs already incurred remain payable.

Neither party may transfer rights or obligations under the agreement to third parties without the other party's prior written consent, except for a transfer by Cultuur Atelier in the context of a transfer of the sole proprietorship/business activity, subject to prior notice to the client.

Cultuur Atelier may amend these terms and conditions. For ongoing agreements of a continuing nature (e.g. hosting/maintenance), changes are announced in writing at least 30 days in advance; if the client does not agree, it may terminate the agreement free of charge as of the date the change takes effect, failing which the client is deemed to have accepted the change.

If any provision of these terms and conditions proves to be null, invalid or unenforceable, the remaining provisions remain fully applicable and the parties shall replace the invalid provision with a valid provision that most closely reflects the intent of the original provision.

20.1 Where the client is a consumer (a natural person not acting within the scope of a profession or business), the mandatory provisions of Book VI of the Belgian Code of Economic Law apply in derogation from the above articles, including among others:

• the prohibition on unfair terms with respect to consumers;
• for distance contracts (e.g. concluded entirely online, without physical contact): the 14-calendar-day right of withdrawal, unless the consumer has expressly requested in advance to start the service immediately and has expressly acknowledged losing the right of withdrawal once the service has been fully performed;
• the full pre-contractual information obligation set out in the Code of Economic Law.

20.2 In the event of conflict between these terms and conditions and a mandatory consumer-law provision, the mandatory statutory provision always prevails.

21.1 These terms and conditions and all agreements of Cultuur Atelier are governed by Belgian law.

21.2 For B2B disputes, the Enterprise Court of Ghent, Ghent division (or the court of the client's registered office, at Cultuur Atelier's choice) has exclusive jurisdiction. For disputes with a consumer, the statutory jurisdiction rules apply (in principle the court of the consumer's place of residence).

Complaints about invoices or services provided must be reported in writing and with reasons within 8 days of the invoice date, or after delivery respectively, to info@cultuuratelier.com, failing which the invoice/delivery is deemed accepted.