1. Scope and B2B application
These terms apply only to clients acting for purposes related to their trade, business, craft or professional activity. They are not intended for consumer agreements unless Codegenie and the consumer expressly agree separate consumer terms.
By accepting a quote or agreement that refers to these terms, the client confirms that the terms were available before conclusion of the contract and were accepted. Deviations are valid only when agreed in writing.
2. Contract documents and priority
The concrete assignment is defined by the individually agreed documents. A specific written provision prevails over a general provision if they conflict.
- An individually signed agreement, order confirmation, SLA or other specific appendix prevails for the subject it regulates.
- The accepted quote or order confirmation applies next.
- A data processing agreement prevails for personal data and processing obligations.
- These general terms supplement the other documents.
3. Services and scope
Codegenie provides services including websites, web applications, Laravel and PHP development, API and Peppol integrations, technical analysis, server configuration, hosting-related work, maintenance and support. Only services expressly included in the quote, agreement or SLA are within scope.
A one-off development, migration or server configuration does not create an implied obligation to monitor, maintain, secure, update or back up the solution afterwards.
4. Quotes, prices and contract formation
Quotes are generally valid for 30 days unless stated otherwise. Prices exclude VAT and exclude unlisted third-party costs. An agreement is formed through written acceptance of the quote, signature of an agreement or another unambiguous written order confirmation.
Work started at the client’s express request before formal signature may be invoiced at the communicated rates when the requested services were sufficiently clear.
5. Changes and additional work
Requests that change or extend the agreed scope are additional work. Where reasonably possible, Codegenie communicates the effect on price, planning and technical approach in advance. The affected work proceeds after client approval.
Codegenie may pause the part of the schedule affected by a change request until sufficient clarity or approval exists. Correcting a proven deviation from the agreed specifications is not additional work.
6. Client cooperation
The client provides accurate content, access, decisions, test data and feedback reasonably required for the work. The client ensures that supplied accounts and data may lawfully be used.
Delay or extra work caused by missing, incorrect or late input may affect planning and may be charged as additional work when reasonably substantiated by Codegenie.
7. Planning and timelines
Timelines are indicative unless expressly agreed in writing as a binding result. Client dependencies, suppliers, hosting providers, APIs, scope changes and force majeure may require reasonable replanning.
Codegenie informs the client when a material delay becomes reasonably foreseeable and limits the consequences where this is possible within the agreed scope.
8. Delivery, testing and acceptance
Where appropriate, Codegenie makes a delivery or test version available. Unless otherwise agreed, the client generally has 14 calendar days to report visible and reproducible deviations from the agreed specifications in writing.
A report should describe the expected behaviour, the observed behaviour and the steps needed to reproduce the issue. Minor deviations that do not materially prevent normal use do not block delivery and are handled within a reasonable period.
Written approval or production use of the delivery constitutes acceptance for visible matters the client could reasonably assess. This does not affect rights relating to hidden defects or mandatory law.
9. Defects and remediation
Codegenie remedies within a reasonable period reproducible material deviations from expressly agreed specifications that are attributable to Codegenie. New requirements, changed business rules, new browser or platform requirements and third-party changes are not defects in the original delivery.
The remediation obligation does not apply to issues mainly caused by unauthorised changes by the client or third parties, misuse, unsupported infrastructure or disregard of written critical technical requirements.
10. Maintenance and support
Maintenance, monitoring, updates, security patches, backups, incident follow-up and post-delivery support are included only when expressly stated in a maintenance plan, subscription, quote or SLA.
Without such an arrangement, Codegenie has no ongoing obligation after delivery to actively monitor software, servers, domains, certificates, dependencies or external integrations. Post-delivery work is performed under the applicable agreement or rates.
11. Server management and technical access
Server management is limited to the servers, containers, services and management tasks expressly agreed. Initial configuration does not automatically include ongoing management.
Where the client or a third party retains administrator, root, SSH, cloud or configuration access, Codegenie is not responsible for consequences reasonably resulting from changes outside its control. The client informs Codegenie of relevant changes that may affect a managed environment.
If a serious and current security risk exists in a managed environment, Codegenie may take necessary and proportionate temporary measures, including isolating or disabling a vulnerable service, where waiting could reasonably cause greater harm. The client is informed as soon as practically possible.
12. Updates, security patches and end-of-life
Within an agreed maintenance or management plan, Codegenie performs updates according to the agreed scope, risk class and maintenance windows. A security patch, a normal maintenance update and a major upgrade or migration are different types of work.
Major upgrades, framework migrations, operating system migrations and substantial compatibility work are separate services unless expressly included.
When software or infrastructure becomes end-of-life or demonstrably unsafe, Codegenie may recommend an upgrade or replacement. If the client rejects a reasonable and documented critical recommendation, the client bears the additional risks to the extent they directly result from that refusal.
13. Hosting, domains, DNS and SSL
Hosting, domain registration, DNS, certificates, CDN, email infrastructure and cloud platforms may be supplied by external providers and are also subject to their terms, technical limitations and availability. An uptime commitment applies only when expressly included in an SLA.
Where technically and contractually possible, domains are registered in the client’s name. Codegenie may act as technical administrator or intermediary. Renewal of domains or certificates is included only when expressly agreed and when the client provides required payment and information on time.
14. Backups and recovery
Codegenie manages backups only when expressly agreed. Frequency, retention, storage location and any recovery testing are defined in the quote, maintenance plan or SLA.
A backup is a risk-reduction recovery measure and not an absolute guarantee against data loss or an archival service. Recovery depends on the availability and technical integrity of the available backup. Without an agreed backup service, the client is responsible for an appropriate independent backup and archiving strategy.
15. SLA, support and incidents
Specific availability windows, priorities, response times and monitoring obligations apply only when defined in an SLA or service plan. A response time is the period in which Codegenie assesses or follows up an incident and is not a guaranteed resolution time.
Without an express 24/7 SLA, permanent availability outside the normal agreed support periods is not assumed. Codegenie may request information reasonably needed to reproduce, classify and safely handle an incident.
16. Third-party software and services
Projects may use hosting providers, open-source packages, commercial licences, payment providers, Peppol providers, APIs, SaaS services, registrars and other external services. Their terms and technical choices may change outside Codegenie’s control.
Codegenie remains responsible for its own integration and configuration work within scope, but does not guarantee uninterrupted availability or permanent compatibility of third-party services. Work required because of third-party price, licence, API, security or platform changes may be treated as additional work.
17. Security
Within the agreed scope, Codegenie applies appropriate technical and organisational security measures based on the nature of the service and reasonably known risks. No IT system can be guaranteed to be completely free of vulnerabilities, outages or attacks.
The client protects credentials, limits access, uses multi-factor authentication where agreed and reports suspected misuse or breaches without unreasonable delay. A security scan, audit or hardening assignment is not a guarantee that every current or future vulnerability will be detected.
18. Invoicing, e-invoicing and payment
Invoices are payable within 14 calendar days unless agreed otherwise in writing. Where Belgian law requires structured B2B e-invoicing, Codegenie may issue invoices through Peppol or another legally permitted structured method. An additional PDF is not a condition for invoice validity.
In case of late payment, the applicable interest and compensation are due by operation of law under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, including the statutory fixed recovery compensation. After prior notice and a reasonable opportunity to pay, Codegenie may proportionately suspend further performance.
19. Recurring fees and price changes
Recurring fees may be adjusted where the agreement provides for this, for example based on an objective index or demonstrable changes in the cost of necessary suppliers. Codegenie communicates a material change in advance.
A material increase that does not merely result from an agreed indexation or directly passed-through supplier cost gives the client, unless individually agreed otherwise, the right to terminate the affected recurring service before the increase takes effect.
20. Intellectual property
Materials and rights owned by a party before the assignment remain with that party. Codegenie retains its generic know-how, methods, reusable components, libraries, scripts, tools, products and other pre-existing or generally reusable elements.
Unless the quote expressly provides for an assignment of copyright, after full payment the client receives a perpetual, worldwide and non-exclusive licence to use the project-specific deliverables for its own professional activities, to have them hosted, to modify them and to have a successor service provider maintain them. The client may not resell or sublicense Codegenie background IP as a standalone product beyond what is necessary to use the delivery.
Any expressly agreed assignment of copyright in custom work takes effect only after full payment and applies only to the rights and elements described in writing. Open-source and third-party components remain subject to their own licence terms.
21. Client materials and lawful use
The client remains responsible for text, images, databases, trademarks, personal data, software, accounts and other materials it supplies or instructs Codegenie to use. The client confirms it has the required rights and legal bases.
If a third party makes a claim directly resulting from unlawful or infringing client material, the client reasonably cooperates with the handling of the claim and bears the damage and reasonable costs to the extent attributable to its materials or instructions. Codegenie informs the client without unreasonable delay of such a claim.
22. Confidentiality
The parties keep non-public business information, source code, credentials, configurations, technical documentation, commercial information and other reasonably confidential information confidential and use it only for the cooperation.
This obligation does not apply to information that is lawfully public, was already lawfully known, was independently developed or must be disclosed by law. Confidentiality continues for as long as the nature of the information reasonably requires, including after the assignment ends.
23. Personal data and data processing agreement
Each party complies with GDPR and other applicable data protection rules for its own role. Where Codegenie processes personal data solely on the client’s behalf as a processor, the parties enter into a data processing agreement under Article 28 GDPR where required.
That agreement covers, among other matters, the subject and duration of processing, instructions, security measures, confidentiality, subprocessors, assistance, deletion or return of data and incident notification. It prevails over these general terms for those matters.
24. Liability
Each party is liable for foreseeable direct loss caused by its attributable contractual breach, subject to these terms and mandatory law. To the extent permitted by law, Codegenie is not liable for purely indirect economic loss, consequential loss or loss of profit.
For a one-off assignment, Codegenie’s aggregate liability is in principle limited to the fees paid to Codegenie for the affected assignment. For an ongoing service, aggregate liability is in principle limited to the fees paid for the directly affected service during the twelve months preceding the event causing the loss.
These limitations do not apply where liability cannot legally be excluded or limited, including fraud or intentional fault and, where applicable, gross negligence, personal injury or other cases in which mandatory law requires broader liability.
To the extent permitted by law, the same contractual limitations and defences apply to non-contractual claims connected with performance of the agreement. Auxiliary persons engaged by Codegenie may, to the extent permitted by law, rely on the relevant contractual defences and liability limitations.
25. Suspension, termination and exit
A party identifying a remediable serious breach generally gives the other party written notice and a reasonable period to remedy it. In case of continued non-payment, serious misuse, unlawful use or an acute security risk, Codegenie may proportionately suspend the affected service where reasonably necessary.
On termination, services already performed, due invoices and non-cancellable third-party costs remain payable. Subscriptions and recurring services remain subject to their individually agreed term and cancellation rules.
After termination, to the extent technically available and after payment of due amounts, Codegenie provides the client data, source code, exports or credentials that belong to the client under the agreement. Migration, handover assistance and work beyond the standard delivery may be charged at the applicable rates. The client requests required exports in time before data is removed under the applicable retention periods.
26. Force majeure
Neither party is liable for a failure resulting from an event beyond its reasonable control that it could not reasonably prevent or remedy, including prolonged infrastructure or telecommunications outages, large-scale cyber incidents despite appropriate measures, serious illness, natural disasters, government measures or failure of an essential supplier.
The affected party informs the other party as soon as reasonably possible and limits the consequences where practically feasible. If force majeure lasts more than 60 days and materially prevents the affected service, either party may terminate that service in writing without compensation for the termination itself. Services already performed remain payable.
27. Complaints
Complaints are reported in writing as soon as reasonably possible after discovery and with enough detail to allow investigation and remediation. Visible deviations at delivery are subject to the testing and acceptance procedure in these terms. Hidden issues are reported within a reasonable period after discovery.
The parties reasonably cooperate with diagnosis and resolution. A complaint does not automatically suspend payment for undisputed services.
28. Belgian law and final provisions
Belgian law applies to the cooperation. The parties first attempt in good faith to resolve a dispute amicably. The competent courts are then determined under the applicable jurisdiction rules.
If a provision is wholly or partly invalid or unenforceable, the remaining provisions remain effective. Where necessary, the parties replace it with a valid provision that approaches the original purpose without creating a manifest imbalance.
Failure to enforce a right immediately is not a waiver of that right. Where these terms are available in several languages, the Dutch version is the reference in case of interpretation differences unless mandatory law or a specific written agreement provides otherwise.
Company details
Codegenie · Gentsestraat 98a bus 001, 8530 Harelbeke · info@codegenie.be · VAT BE0770651142