Terms and conditions

1. Scope

These terms and conditions apply to every quote, order, assignment and agreement between Build More BV (hereafter “Build More”) and its client (hereafter “the Client”). The identification details of Build More appear at the bottom of this page.

By signing a quote, confirming an assignment in writing or purchasing a service, the Client declares to have received, read and accepted these terms.

The services of Build More are aimed at companies, associations and public authorities. Where a consumer exceptionally enters into an agreement, the mandatory provisions of consumer law continue to apply in full and take precedence over these terms.

The general or purchasing conditions of the Client are expressly excluded, also when they are communicated later and even when they state that they take precedence. Deviations only apply where Build More has confirmed them in writing.

In the event of a conflict, the following order of precedence applies:

• the signed quote or agreement;
• its annexes, including the data processing agreement and any service level agreement;
• these terms and conditions.

Where the assignment concerns licences, subscriptions or services of external platforms, the licence and usage conditions of the provider concerned apply as well. Build More names those providers in or with the quote and refers to where they publish their conditions. By purchasing the licence or service concerned, the Client accepts those conditions. For the component they cover, they take precedence over these terms and conditions.

2. Quotes and formation of the agreement

A quote is valid for 30 days, unless stated otherwise. The price quoted applies only to the work described and to the quote as a whole. The Client may not take a component out of it at the price stated there.

The agreement is formed when Build More receives the signed quote or a written confirmation from the Client, or when it starts performance with the Client’s consent.

A quote is based on the information the Client has provided at that time. Where that information turns out to be incomplete or incorrect, Build More may adjust the price and the planning after consultation.

Estimates of time or budget are indicative, unless the quote expressly states a fixed price. An overrun of an estimate of up to 15% falls within the estimate and requires no further agreement. Where Build More expects a larger overrun, it reports this and consults the Client before continuing.

3. Prices, rates and indexation

The nature and the scope of the services delivered are always described in the quote or the invoice.

All prices are expressed in euro and exclude VAT and other levies, unless stated otherwise.

The hourly rates and the fees for recurring services are adjusted by operation of law on 1 January of each year to the evolution of wage costs in the sector, using the formula P = P0 × (0.8 × S/S0 + 0.2), where S is the Agoria reference wage index for the digital sector at the time of the adjustment and S0 that same index on the date of the quote. The adjustment never brings the rate below the original rate. Build More informs the Client of it for information.

Apart from that indexation, Build More may revise its rates at the start of a new contract term, or under an agreement of indefinite duration subject to 60 days’ written notice. Where the Client does not accept the revised rates, it may terminate the service concerned in writing within 30 days of that notice, with effect from the day the new rates take effect.

If an external platform licence or a third-party service rises in price, that increase is passed on to the Client proportionally. In that case the Client has a right of termination for the component concerned within 30 days after notification of the change, free of charge.

Work outside office hours, on a Saturday, a Sunday or a public holiday is charged at the increased rate stated in the quote. Where the quote states no increased rate, an uplift of 50% applies outside office hours and on Saturdays, and of 100% on Sundays and public holidays. Such work is performed at the Client’s request or under an agreed intervention arrangement.

For travel within the Benelux, a mileage allowance is charged in line with the rate officially set by the Belgian Federal Government, calculated from the office of Build More. Travel time is charged at half the applicable hourly rate.

4. Additional work and changes

Where the Client asks during performance for functionality, work or deliverables that fall outside the assignment as described, this counts as additional work.

Additional work is estimated in advance and only carried out after the Client’s written agreement, by email or through the project management system. Approved additional work also extends the agreed deadlines.

Where the Client asks for additional work urgently, Build More may carry it out on the basis of its own written confirmation of the request and the estimate. Where the Client does not dispute that confirmation within five working days, the additional work counts as approved.

Small adjustments that take less than one working day may be carried out immediately by Build More and charged on the next invoice.

Work that becomes necessary through a change in legislation, in a standard or in a third-party service after the date of the quote likewise counts as additional work.

Where the Client changes the assignment substantially or puts it on hold, the work already delivered and the costs incurred are charged.

5. Planning, cancellation and cooperation

Stated deadlines are indicative. Build More aims to meet them and reports any delay as soon as possible. A deadline is binding only where the quote expressly says so.

Cancellation or rescheduling of planned work is done in writing. Where this happens less than ten working days before the intended start date, 50% of the scheduled hours is charged. Where it happens less than five working days before that date, 100% is charged. Build More makes reasonable efforts to deploy the freed capacity elsewhere and deducts whatever it can effectively rebook.

Where Build More itself reschedules planned work less than five working days in advance and outside a case of force majeure, it reschedules that work as a priority and bears the Client’s proven direct waiting costs, up to the same amount.

Smooth performance requires cooperation from the Client. The Client appoints one point of contact with decision-making authority, provides the required information, access, test data and approvals on time, and ensures a working environment on its side. It answers a question that blocks progress within five working days.

Where performance is delayed by the Client, the planning shifts in line with the availability of the team, and the waiting time and the additional costs may be charged. Build More may deploy the freed capacity elsewhere in the meantime and is not obliged to free up the team again immediately.

Where the Client suspends an assignment for more than 30 calendar days, Build More may invoice the work delivered up to that point. Where the suspension lasts longer than 60 calendar days, Build More may treat the assignment as terminated by the Client and article 19 applies.

6. Delivery and acceptance

Build More delivers the agreed result for acceptance. The Client tests within 10 working days of delivery and submits its remarks in writing and in one set.

Where no response follows within that term, or where the Client takes the result or part of it into production, the result, or the part concerned, counts as accepted.

Only defects that make the agreed use impossible prevent acceptance. Other remarks, such as remarks on design, texts or convenience, do not prevent acceptance and are taken up in a following release, or count as additional work where they fall outside the assignment as described.

Defects that make the agreed use impossible are repaired by Build More free of charge. After the repair, one second test round of five working days follows, covering only the defects reported earlier. New remarks in that round count as additional work. After that second round the result counts as accepted, except for defects that still make the agreed use impossible.

Where delivery happens in phases or in weekly releases, this arrangement applies per phase or per release.

7. Warranty

Build More warrants that what is delivered works as described in the quote and in the accepted specifications.

Defects that the Client reports in writing within 30 calendar days of acceptance are repaired by Build More free of charge.

Repair of a defect within the warranty period is the Client’s remedy for that defect. Where repair proves reasonably impossible, Build More credits the part of the price relating to the component concerned. Article 17 continues to apply in full.

The warranty does not cover defects arising from changes by the Client or by third parties, from use that departs from the documentation, from the Client’s data or systems, from changes at an external supplier or platform provider, from the use of a version that Build More no longer supports, or from the failure to apply an update that Build More recommended in writing.

Software of any size contains errors. Build More does not warrant that what is delivered is entirely free of errors or runs without interruption; the warranty covers the repair of reported defects within the agreed terms.

After the warranty period, repairs are carried out on a time and materials basis or under a running maintenance contract.

8. Maintenance, hosting and Managed Services

Maintenance, support and hosting form part of the agreement only where the quote says so.

Response times, availability and the number of hours included are set out in the quote or in a separate service level agreement.

The hours of a Managed Services package apply per month and expire at the end of that month. They are not transferable and not refundable, unless Build More confirms otherwise after prior consultation and subject to the availability of the resources. The fee for the package remains due, also where the Client does not use up the hours included. Hours beyond the package are charged at the applicable hourly rate.

For hosting, connectivity and platform services, Build More depends on third parties. It does not warrant uninterrupted availability, unless a service level agreement expressly provides for this.

Interruptions for planned maintenance are announced in advance and scheduled outside office hours as far as possible. Urgent measures to safeguard security or continuity may be carried out without prior announcement; Build More reports them as soon as possible afterwards.

The Client remains responsible for its own back-up of the data it supplies, unless back-ups expressly form part of the assignment.

9. Security, access and accounts

Build More takes technical and organisational security measures proportionate to the assignment and to the state of the art. Absolute security does not exist and is not warranted.

The Client manages the accounts, the rights and the access credentials on its side. It keeps them secret, enables multi-factor authentication where available, revokes access when an employee leaves, and reports any suspicion of misuse immediately.

Acts carried out through the Client’s accounts count between the parties as acts of the Client.

The Client keeps the systems, browsers and components on its side up to date. Where it does not apply a security update recommended by Build More in writing, or does not apply it in time, it bears the consequences.

Where Build More identifies a serious security risk, it may temporarily restrict or interrupt the service concerned to prevent damage. It informs the Client as soon as possible and restores the service as soon as that is responsible.

An incident involving personal data is handled in accordance with the data processing agreement.

10. Invoicing and payment

Unless agreed otherwise, Build More invoices monthly on the basis of the work delivered. Build More may request an advance payment and starts the work only once it has been received. An advance payment is deducted from the final settlement.

Invoices are payable within 14 calendar days of the invoice date, to the account stated on the invoice, without discount and without set-off.

An invoice must be disputed in writing and with reasons within 14 calendar days of the invoice date. After that term the invoice counts as accepted. A dispute does not suspend payment of the amounts that are undisputed.

Where payment is not made on the due date, interest is due by operation of law and without notice of default, at the interest rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, increased by the fixed compensation of 40 euro for recovery costs that the same Act grants.

In addition, a fixed indemnity of 10% of the outstanding amount is due, with a minimum of 125 euro, to cover the administrative follow-up. Where Build More itself fails to repay an amount owed to the Client, the same interest and the same fixed indemnity apply in favour of the Client.

Where one invoice remains unpaid after its due date, all other outstanding invoices become immediately due, regardless of their due date, and any discounts and payment facilities granted lapse.

Where an invoice remains unpaid more than 8 calendar days after a written notice of default, Build More may suspend further performance until payment follows. It announces this in advance and is not liable for the consequences of that suspension. The fees for recurring services remain due during the suspension. Where the suspension would bring a production environment to a halt, it takes effect only after a second written reminder and a further term of 15 calendar days, except where a third party itself cuts off the service because platform costs are unpaid.

Build More may request additional security or payment in advance where there are reasonable grounds for it, such as a late payment, a substantial increase of the outstanding balance or an adverse change in the Client’s financial position. Where the Client does not comply, Build More may suspend performance.

The delivered result and the usage rights granted remain the property of Build More until the invoices concerned have been paid in full.

A dispute about one invoice or one part of the assignment does not entitle the Client to leave other invoices unpaid.

11. Third-party software and open source

Build More builds on platforms, libraries, APIs and cloud services of third parties. The licence and usage conditions of those third parties apply directly between the Client and the supplier concerned, also where Build More purchases or passes on the licence on behalf of the Client. In such a purchase Build More acts only as an intermediary.

Build More does not warrant the availability, the pricing or the continued existence of third-party services, and is not liable for changes those parties make unilaterally. Licences passed on are not refundable and follow the notice period of the provider concerned.

Where a third party discontinues its service, or changes it such that the solution has to be adapted, that adaptation counts as additional work.

Open-source components are used under their own licence. Build More ensures that those licences are compatible with the agreed use.

12. Use of AI

Build More uses AI models and AI tools in developing and working on solutions for the Client.

Client data is only shared with AI suppliers that undertake contractually to refrain from using that data to train their models, unless the Client expressly agrees to this.

The output of an AI system is statistical in nature and can contain errors. Where a solution uses AI for decisions with impact, Build More provides for human review and the Client records who carries out that review. Build More is not liable for decisions the Client or its staff take on the basis of the output of an AI system.

Where the solution qualifies as an AI system within the meaning of the European Regulation on artificial intelligence, the Client acts as the deployer and carries the obligations that the Regulation attaches to that role, unless the quote provides otherwise. Build More supplies the information about the solution that the Client needs for this.

The Client warrants that it is entitled to use and share the data it supplies for the agreed purpose.

13. Intellectual property and right of use

All intellectual property rights relating to the software, applications, documents and designs developed by Build More remain the property of Build More, unless expressly agreed otherwise in the quote or the agreement.

After payment in full, the Client obtains a non-exclusive, non-transferable right of use in the delivered result, worldwide and unlimited in time, for its own business operations and for the purpose stated in the quote. That right passes to a successor in title of the activity concerned, provided Build More is informed of this in writing in advance.

The right of use does not include the right to sublicense, sell, rent out, distribute, offer as a service to third parties or otherwise exploit the result outside the Client’s own organisation. Save for the rights that copyright in computer programs grants on a mandatory basis, the Client may not decompile the result or have it decompiled.

Where an invoice remains unpaid after a written notice of default, the right of use is suspended for as long as payment fails to follow.

A transfer of rights is valid only where it has been agreed in writing, stating the modes of exploitation, the duration and the territory, as Belgian copyright law requires. Even then, the rights only pass after payment in full. A transfer is remunerated separately.

Build More retains in any event the rights to the generic components it uses or develops on an assignment: frameworks, libraries, templates, scripts, connectors and the underlying know-how, as well as the knowledge and experience its staff acquire on an assignment. It may reuse these freely on other assignments.

Source code is handed over where the quote says so. That hand-over takes place after payment in full and carries no obligation to provide documentation, training, transfer of know-how or further support, unless the quote provides for this.

The Client warrants that the texts, images, data and software it supplies are free of third-party rights, and indemnifies Build More against claims about them, including the costs of defence.

The Client grants Build More the right to mention its company name and logo as a reference in marketing material, on social media and on the website, during the collaboration and for three years afterwards. For a worked-out case study with figures or visual material, Build More asks the Client’s approval in advance. The Client may, on a reasoned request, stop the use of its name and logo for the future; Build More is not obliged to withdraw material that has already been published or printed.

14. Confidentiality

Both parties undertake to keep secret all confidential information, obtained in whatever form.

This information may only be used for the performance of the agreement and may not be provided to third parties without prior consent. Staff and subcontractors are bound by the same obligation. A party may inform its advisers, insurers and financiers, provided they are held to confidentiality.

The obligation continues to apply until five years after the end of the agreement, and for source code, trade secrets and personal data for as long as the information remains confidential.

It does not apply to information that is public through no act of the receiving party, or that has to be disclosed on the basis of a legal obligation or a court decision.

15. Personal data

Build More BV processes the Client’s personal data exclusively for the performance of the contract, client administration, accounting and communication.

The processing takes place in accordance with the General Data Protection Regulation (GDPR).

Where Build More processes personal data on behalf of the Client as part of the assignment, the Client acts as controller and Build More as processor. The parties conclude a data processing agreement for this, which forms part of the agreement.

Build More only engages sub-processors that offer appropriate safeguards, informs the Client of changes to that list, and processes data within the European Economic Area, unless the data processing agreement provides otherwise.

The time Build More spends assisting with a data subject request, with an audit or with a data incident that is not attributable to it is charged at the applicable hourly rate.

More information can be found in our privacy statement.

16. Non-solicitation of staff

During the collaboration and for twelve months after it ends, neither party employs or directly engages staff or subcontractors of the other party, unless with the written agreement of that other party.

In the event of a breach, a fixed indemnity is due equal to six months of gross salary of the person concerned, with a minimum of 25,000 euro, without prejudice to the injured party’s right to claim higher proven damages.

This clause applies in both directions and does not affect the freedom of an employee to respond to a public job opening.

17. Liability

The obligations of Build More are obligations of means, unless the agreement expressly warrants a result.

Build More is not liable for damage arising from:

• incorrect or incomplete information provided by the Client;
• changes made by the Client or by a third party;
• the failure or the modification of third-party services;
• loss of data of which the Client kept no back-up of its own;
• access obtained using the Client’s accounts or access credentials;
• the use of a version that Build More no longer supports, or the failure to apply a recommended update;
• decisions the Client takes on the basis of the output of an AI system.

In the event of errors or shortcomings, the liability of Build More is limited in the first place to:

• performing the missing or faulty services again; or
• compensation for proven, direct damage up to at most the amount invoiced and paid for the part of the agreement concerned in the twelve months before the damaging event.

All damaging events occurring in the same contract year together give rise to at most the amount invoiced and paid in that year, and in any event to at most 50,000 euro.

Build More is not liable for indirect damage, such as loss of profit, loss of turnover, missed savings, loss of or damage to data, loss of clientele, reputational damage, the costs of replacement services or third-party claims.

These limitations do not apply in the event of fraud, intent or gross fault on the part of Build More, in the event of damage to life or physical integrity, and in the cases where the law prohibits a limitation.

The limitations in this article also apply for the benefit of the staff, directors and subcontractors of Build More where they are sued directly.

A claim lapses where the Client does not report it in writing within two months of discovery, and in any event twelve months after the event that caused the damage. The Client mitigates its damage and follows the reasonable instructions of Build More to that end.

The prices of Build More are set in part on the basis of the liability regime in this article. The parties acknowledge that a broader liability would lead to different pricing, and that the Client can insure itself for the excess.

18. Force majeure and changed circumstances

Neither party is liable for delay or non-performance as a result of force majeure.

Force majeure means: circumstances beyond the control of the party concerned, such as fire, strike, pandemic, war, power failure, failure of telecom or cloud services, failure or substantial modification of an AI service or an API the solution depends on, cyberattack, embargo, shortage of staff or materials, or bankruptcy of a platform supplier.

The party invoking force majeure notifies the other party in writing within 10 working days of becoming aware of it. Where the situation lasts longer than 60 calendar days, either party may terminate the assignment concerned in writing, without compensation and with payment of the work delivered up to that point. The fees for recurring services remain due to the extent that Build More continues to provide those services.

Where circumstances change after the agreement is concluded to such an extent that performance becomes unreasonably onerous, the parties consult in good faith about an adjustment. Where no agreement is reached within 30 days, either party may terminate the assignment concerned in writing, with payment of the work delivered.

19. Term, renewal and termination

An assignment with a defined result ends upon its acceptance and after payment of all invoices.

Recurring services, such as maintenance, hosting or Managed Services, run for the term stated in the quote and, failing that, for a first term of twelve months. They are tacitly renewed each time for successive terms of twelve months, unless a party terminates them in writing at the latest three months before the end of the current term.

Where the Client terminates an assignment with a defined result before its delivery, without any shortcoming on the part of Build More, it pays for the work delivered up to that point, for the costs Build More has already committed to and cannot avoid, and a fixed indemnity of 25% of the part of the agreed price not yet performed. That indemnity replaces the compensation for lost profit Build More could claim under the general law.

Where Build More abandons an assignment without any shortcoming on the part of the Client and outside a case of force majeure, it compensates the proven additional costs the Client incurs to have the assignment completed by a third party, up to the same amount.

Either party may terminate the agreement without judicial intervention where the other party fails to remedy a serious shortcoming within 30 calendar days of a written notice of default describing that shortcoming. Where Build More terminates a recurring service on that ground, the fees for the remainder of the current term remain due, up to a maximum of three months.

Either party may terminate the agreement with immediate effect where the other party ceases its activity, is declared bankrupt or is manifestly insolvent, to the extent the law allows this.

Termination does not affect the enforceability of the work already delivered and the costs incurred.

At the end of the agreement, Build More provides on request an export of the Client’s data in a common format, against payment of the time spent and after payment of all outstanding invoices. It keeps that data for a further 30 calendar days after the end and deletes it afterwards, unless the law requires otherwise.

The provisions on confidentiality, personal data, intellectual property, liability and disputes continue to apply after the end of the agreement.

20. General provisions

Build More may engage subcontractors and remains responsible for performance when it does so.

The Client may only transfer the agreement to a third party with the written agreement of Build More. Build More may transfer the agreement to a company within its group or to an acquirer of the activity concerned.

The quote, its annexes and these terms constitute the entire agreement between the parties and replace all earlier oral and written arrangements on the same subject.

The records of Build More, including its time tracking, its ticketing system and its log files, count between the parties as evidence of the work delivered, subject to evidence to the contrary.

Where a provision of these terms is void or unenforceable, the remaining provisions continue to apply in full. The parties replace the provision concerned with a valid provision that comes as close as possible to the intended balance.

Where a party does not exercise a right under these terms for a period of time, it thereby waives no right.

Notices are validly given by email to the contact persons stated in the quote. A notice of default or a termination is given by registered letter or by email with acknowledgement of receipt.

Build More may amend these terms. The amended version applies to new quotes and agreements. For running recurring services, an amendment only takes effect 30 days after notification, and the Client may terminate the service concerned within that term where it does not accept the amendment.

The version line at the top of this page states which version is in force. Earlier versions are available on simple request.

21. Disputes and applicable law

The parties undertake to first try to settle any dispute amicably, with a consultation between the responsible people on both sides within 30 days of the written notification of the dispute. A dispute does not release the Client from its obligation to pay the amounts that are undisputed.

If no agreement is reached, the courts of Antwerpen, Antwerpen division, have jurisdiction. Build More also retains the right to sue the Client before the court of its registered office or of the place of performance.

Belgian law applies exclusively to all quotes and agreements. The Vienna Sales Convention does not apply.

Contact details

• Email: info@build-more.be
• Phone: 0474 37 52 61
• Hof ter Bollen 52, 2870 Puurs-Sint-Amands
• Company number: BE0803.416.257