1. Scope
Casper Development SRL (the Service Provider) provides software development and IT consulting services. These Terms and Conditions of Sale apply exclusively to Clients acting for purposes related to their trade, business or profession. Consumer engagements and software products require separately applicable terms.
2. Contract Supremacy
Where the parties have concluded a specific written agreement, its provisions shall prevail over these Terms and Conditions of Sale only to the extent of any inconsistency. For matters not expressly governed by that agreement, these Terms and Conditions of Sale shall continue to apply.
3. Order
An order is deemed firm and final once confirmed in writing by any means, including a signed quotation, purchase order, email or written message.
4. Service Provider’s Obligation
The Service Provider undertakes an obligation of means in the performance of the agreed services, in accordance with industry standards and the description agreed with the Client.
5. Deadlines and Duration
Unless expressly agreed otherwise in writing, delivery dates and project estimates are indicative and depend on timely cooperation and information from the Client. The Service Provider shall inform the Client of any material foreseeable delay. A delay shall not automatically give rise to penalties or compensation. In the event of a material breach attributable to the Service Provider, the Client may issue written notice allowing a reasonable period to remedy the breach and exercise its rights under applicable Belgian law if the breach persists. Nothing in this article excludes remedies that cannot lawfully be excluded.
6. Quotation Overruns
Any work outside the agreed scope, including additional features requested by the Client, shall be subject to a written change request specifying its impact on price and schedule, and to the Client’s written approval before execution. Where unforeseen technical constraints are likely to increase the estimated effort for an affected part of the project by more than 25%, the Service Provider shall promptly inform the Client and propose either a revised quotation or a reduction of scope. No additional fixed-price charge shall become due without the Client’s written approval. For time-and-materials services, agreed rates shall apply to time actually worked, subject to any written budget cap.
7. Limitation of Liability
To the extent permitted by applicable law, the Service Provider shall be liable only for proven, foreseeable direct losses caused by a breach attributable to it. Its total aggregate contractual and non-contractual liability arising from a specific assignment shall not exceed EUR 250,000. Neither party shall be liable for indirect or consequential loss, including lost profit or business opportunity, except to the extent such exclusion is prohibited by mandatory law.
This limitation does not apply in cases of wilful misconduct or other liability that cannot lawfully be excluded or limited, including any applicable mandatory rules relating to personal injury. The Client remains responsible for maintaining appropriate backups and for validating deliverables before production deployment, insofar as this is consistent with the agreed services.
8. Intellectual Property
The Client retains all rights to materials, trademarks, data and content supplied by it. Unless otherwise expressly agreed in writing, the Service Provider retains ownership of all code, resources and deliverables it produces, including its pre-existing code, reusable components, methods, libraries, templates and know-how.
Following full payment, the Client receives a perpetual, worldwide, non-exclusive licence to use, run, maintain, modify and have modified the deliverables created specifically for the assignment for its own business purposes, including through third-party service providers. Redistribution, standalone resale or sublicensing of reusable components is excluded unless agreed in writing. Any assignment of copyright or grant of exclusivity must be expressly set out in the applicable written agreement, with its scope and remuneration. Third-party and open-source components remain governed by their respective licences.
9. Payment
Prices are exclusive of VAT, which shall be charged where applicable. Unless otherwise agreed in writing, invoices are payable within 30 calendar days of issue. The Service Provider may request an advance payment of up to 30% before commencing work, subject to written agreement.
In the event of late payment in a commercial transaction falling under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, statutory late-payment interest shall accrue automatically at the rate applicable under that Act, without prejudice to the statutory fixed recovery compensation of EUR 40 and any additional reasonable recovery costs recoverable under that Act. The Client shall notify any substantiated invoice dispute promptly in writing; undisputed amounts remain payable when due.
10. Confidentiality
Each party shall keep confidential all non-public information received from the other in connection with an assignment and shall use it solely for its performance. This obligation does not cover information that is or becomes public without breach, was already lawfully known, is independently developed, or is legitimately obtained from a third party without confidentiality obligations. Disclosure required by law or competent authority is permitted, provided prior notice is given where legally possible. These obligations remain in force for three years after completion of the assignment; trade secrets remain protected for as long as they qualify for protection under applicable law.
11. References
The Service Provider may refer in general terms to the nature of its work without identifying the Client or disclosing confidential information. Use of the Client’s name, logo, project description, testimonials or case studies for commercial purposes requires the Client’s prior written consent, which may specify the permitted scope of use.
12. Governing Law and Jurisdiction
These Terms and Conditions of Sale and the contractual relationship are governed by Belgian law. The parties shall seek an amicable resolution before initiating proceedings. Subject to mandatory rules on jurisdiction, disputes arising from or in connection with the contractual relationship shall fall within the jurisdiction of the competent courts of the judicial district of Namur, including the Namur division of the Liège Enterprise Court where it has subject-matter jurisdiction.