These General Terms and Conditions apply to all quotations, service agreements and services of Kopstorm. Kopstorm is:

Kopstorm CommV, with its registered office at Koeisteerthofdreef 123, 2640 Mortsel, Belgium, registered with the Crossroads Bank for Enterprises under company number BE 0674.376.167, reachable at info@kopstorm.com.

This is a translation of the Dutch General Terms and Conditions of Kopstorm, provided for the convenience of English-speaking clients. In the event of any discrepancy between the Dutch and the English version, the Dutch version prevails. These Terms and the resulting agreements are governed by Belgian law.

1. Definitions

Kopstorm: Kopstorm CommV, the provider and performer of the assignments relating to web design, Shopify development, conversion optimisation and other digital online services. Kopstorm is also the author and user of these General Terms and Conditions.

Client: the customer, a natural person or legal entity, with whom Kopstorm concludes an agreement.

Consumer: any natural person acting for purposes that fall outside their trade, business, craft or professional activity.

Business: any Client that is not a Consumer within the meaning of these Terms.

Agreement: any agreement between Kopstorm and the Client, including the quotation and the service agreement.

Services: all work performed by Kopstorm for the Client, including design, development, integration, maintenance and advice.

In writing: by letter or by email.

2. Applicability

2.1. These General Terms and Conditions apply to every quotation, service agreement and service of Kopstorm and form an integral part of them.

2.2. By signing a quotation or service agreement, or by placing an assignment in any manner whatsoever, the Client acknowledges that they have taken note of these General Terms and Conditions and that they accept them.

2.3. These General Terms and Conditions take precedence over any terms of the Client. The Client's own terms do not apply, unless Kopstorm has expressly accepted their application in writing.

2.4. Deviations from these General Terms and Conditions are only valid if they are agreed in writing and approved by both parties. They apply solely to the agreement for which they were agreed.

2.5. If any provision of these Terms is void, invalid or unenforceable, the remaining provisions remain in full force. The void or unenforceable provision is replaced by a valid provision that reflects the original intention of the parties as closely as possible.

3. Quotations and formation of the agreement

3.1. The quotations of Kopstorm are free of charge and without obligation, for both the Client and Kopstorm.

3.2. The quotations of Kopstorm are valid for one month, unless the quotation states a different period. After this period expires, the offer lapses and the matter is reviewed again.

3.3. The agreement is formed at the moment the Client accepts the quotation or the service agreement in writing, or at the moment Kopstorm begins performance.

3.4. All prices in quotations and service agreements are expressed in euro and exclusive of VAT, unless expressly stated otherwise.

4. The service agreement

4.1. The service agreement contains:

• a concrete and clear description of the assignment;
• an agreed price, exclusive of VAT;
• where applicable, an advance payment to be made before the start of the work;
• where applicable, an arrangement for payment in instalments, linked to phases in the realisation;
• a clause on acceptance, going live and full payment of the project. Full payment of the agreed price takes place within the payment term set out in article 6;
• the monthly or annual costs of facilities such as hosting, apps and maintenance that are required to run the realisation, together with a clause on their variability;
• an indicative delivery term.

4.2. The quotations and service agreements are, save for changes made in writing and approved by both parties, subject to these General Terms and Conditions.

5. Prices, additional work and price revision

5.1. The recurring costs for facilities such as hosting, apps and maintenance required to run websites or other realisations are not fixed. They evolve with the prices of the providers and with wage increases. Any price increases are passed on to the Client.

5.2. Where the Client, after the service agreement has been signed, requests additional work or increases the scope or complexity of the assignment, this may give rise to an additional cost. This additional cost is communicated by Kopstorm in advance and charged at the hourly rate applicable at that time or at a separately agreed price.

5.3. Additional work also justifies a shift of the delivery term, as set out in article 9.

6. Invoicing and payment

6.1. Unless agreed otherwise in writing, the invoices of Kopstorm are payable within fourteen (14) calendar days of the invoice date, to the account indicated by Kopstorm.

6.2. Kopstorm is entitled to request an advance payment before the start of the work, and to invoice in instalments linked to the phases of the realisation. Full payment of the project takes place within fourteen (14) calendar days of the acceptance set out in article 10.

6.3. The Client must dispute an invoice with which they disagree in writing and with reasons within fourteen (14) calendar days of the invoice date. In the absence of a timely and reasoned dispute, the invoice is irrevocably deemed to have been accepted.

6.4. Payment is applied first to the costs due and the liquidated damages, then to the late payment interest, and finally to the principal amount.

6.5. Disputing an invoice does not release the Client from the obligation to pay the undisputed amounts on time.

7. Consequences of late payment (Client that is a Business)

This article applies where the Client is a Business. Article 8 applies to Consumers.

7.1. In the event of full or partial non-payment of an invoice on the due date, the Client is in default by operation of law and without prior notice of default.

7.2. As from the due date, late payment interest is due on the outstanding amount, by operation of law and without notice of default, equal to the statutory interest rate for late payment in commercial transactions as set out in the Belgian Act of 2 August 2002. This interest is calculated per commenced month.

7.3. In addition, the Client owes, by operation of law and without notice of default, fixed liquidated damages of ten percent (10%) of the outstanding invoice amount, with a minimum of EUR 150.00, intended to cover the extrajudicial recovery costs and the administrative burden. These liquidated damages are without prejudice to the right of Kopstorm to prove and claim higher actual damage, nor to the right to judicial recovery costs including the procedural indemnity.

7.4. Reciprocity. If Kopstorm fails to pay an amount owed to the Client on time, Kopstorm owes the Client equivalent late payment interest and equivalent fixed liquidated damages under the same conditions and on the same basis.

7.5. In the event of non-payment of one invoice on the due date, all other invoices, even those not yet due, become immediately payable by operation of law and without notice of default.

7.6. If the Client does not pay within the agreed term, Kopstorm is entitled to suspend or halt the performance of the assignment and of all other ongoing assignments with the same Client, until all outstanding amounts have been settled. Such suspension justifies the shifting of the delivery date and does not entitle the Client to any compensation.

7.7. In the event of persistent non-payment, Kopstorm is entitled to dissolve the agreement without judicial intervention and without compensation, subject to a prior written notice of default that has remained without result, without prejudice to the right of Kopstorm to compensation for the work already delivered and the costs incurred.

8. Special provisions in the event of late payment by a Consumer

This article applies where the Client is a Consumer, and takes precedence over article 7. The provisions of this article are drawn up in accordance with the mandatory provisions of Book XIX of the Belgian Code of Economic Law.

8.1. In the event of non-payment of an invoice on the due date, Kopstorm sends the Consumer a first free payment reminder. This reminder serves as a notice of default and states, among other things, the amount due, the late payment interest and the fixed liquidated damages requested in the event of non-payment within the term set out below, as well as the manner in which the Consumer may dispute the debt.

8.2. The Consumer has a period of fourteen (14) calendar days to pay the debt without any late payment interest or liquidated damages being due. This term commences on the third working day after the reminder is sent, or, where the reminder is sent by electronic means, on the calendar day following the day of dispatch.

8.3. If the debt is not paid after this term expires, the Consumer owes:

• late payment interest that does not exceed the statutory interest rate for late payment in commercial transactions, calculated on the outstanding amount as from the day following the reminder;
• fixed liquidated damages that do not exceed the following maxima:
  • EUR 20.00 where the amount due is less than or equal to EUR 150.00;
  • EUR 30.00 plus 10% of the amount due on the tranche between EUR 150.01 and EUR 500.00, where the amount due is between EUR 150.01 and EUR 500.00;
  • EUR 65.00 plus 5% of the amount due on the tranche above EUR 500.00, with an absolute maximum of EUR 2,000.00, where the amount due exceeds EUR 500.00.

8.4. Reciprocity. If Kopstorm fails to pay an amount owed to the Consumer on time, Kopstorm owes the Consumer equivalent late payment interest and equivalent fixed liquidated damages as set out in this article.

8.5. At the first request of the Consumer, Kopstorm provides, free of charge and on a durable medium, the supporting documents for the debt and the information needed to dispute the debt.

9. Performance, terms and cooperation of the Client

9.1. Kopstorm performs the assignment to the best of its ability and in accordance with good professional standards. The obligations of Kopstorm are obligations of means (best efforts), unless a result is expressly guaranteed in writing.

9.2. The realisation terms set out in quotations and service agreements, including those of the intermediate phases, are indicative. Exceeding them does not entitle the Client to any compensation, nor to dissolution of the agreement.

9.3. The Client undertakes to provide, in good time and in full, all data, texts, image and audio material, access and cooperation that Kopstorm needs for the performance of the assignment.

9.4. Interruptions in performance as a result of non-payment, of the Client insufficiently providing data, or of an increase in the scope or complexity of the assignment during the realisation, justify the postponement of the delivery date.

10. Delivery and acceptance

10.1. The project goes live only after final approval and acceptance by the Client.

10.2. Complaints about visible defects in the delivered work must be reported in writing and with reasons within fourteen (14) calendar days of delivery. After this term expires, or after the realisation is put into use or placed online, the work is deemed to have been accepted.

10.3. Minor deviations that do not materially affect the use of the realisation do not give rise to a right to refuse acceptance, to a price reduction or to compensation.

11. Intellectual property and retention of title

11.1. All intellectual property rights in the realisations developed by Kopstorm, including the source code, designs, templates, scripts and other works, remain the property of Kopstorm until the moment of full payment of all amounts owed by the Client, including principal, costs, interest and liquidated damages.

11.2. For as long as the Client has not paid in full, the Client acquires no right of use or ownership in the delivered realisations, and Kopstorm is entitled to suspend or prevent their use.

11.3. After full payment, the Client acquires a right of use in the realisation for the agreed purposes. Unless agreed otherwise in writing, Kopstorm retains the right to reuse general techniques, know-how, components and methods developed in the course of the assignment.

11.4. Unless the Client objects in writing, Kopstorm may mention and display the completed assignment as a reference in its own commercial communication.

12. Liability

12.1. The liability of Kopstorm is limited to compensation for direct damage and in total never exceeds the amount paid by the Client for the assignment concerned, exclusive of VAT.

12.2. Kopstorm is not liable for indirect damage, including lost profit, loss of turnover, loss of data, loss of customers and reputational damage.

12.3. Kopstorm is not liable for defects, interruptions or damage arising from the services, software, apps or infrastructure of third parties, including hosting, payment providers and external platforms such as Shopify.

12.4. The Client is solely responsible for providing the necessary data on time and correctly. Kopstorm is not liable for damage arising from incorrect, incomplete or late information.

12.5. The limitations set out here do not apply in the event of intent or gross fault on the part of Kopstorm, nor in cases where the law prohibits a limitation of liability.

13. Force majeure

13.1. Kopstorm is not liable for any failure in performance that is due to force majeure. Force majeure includes, among other things: technical malfunctions, failure or changes at external suppliers and platforms, network and internet disruptions, cyberattacks, illness, strikes, and any other event beyond the reasonable control of Kopstorm.

13.2. In the event of force majeure, the obligations of Kopstorm are suspended for the duration of the force majeure. If the force majeure lasts longer than sixty (60) calendar days, either party may terminate the agreement in writing without compensation, without prejudice to payment for the work already delivered.

14. Responsibility for the content

14.1. The Client alone is responsible for all content of the online publications that appear in the projects developed by Kopstorm on their behalf. This responsibility concerns text, image and audio material and relates to copyright, ethics, language and truthfulness.

14.2. Any resulting claims, complaints and financial consequences are borne unconditionally by the Client. The Client indemnifies Kopstorm against any claim by third parties in this regard.

15. Cancellation and termination by the Client

15.1. The Client may break off the assignment at any time. The Client may not, however, reclaim the payments made up to that point.

15.2. In the event of breaking off, the Client is obliged to compensate the costs incurred and the work already performed but not yet paid, calculated up to the day of the breaking off.

16. Governing law and competent court

16.1. All agreements between Kopstorm and the Client are governed exclusively by Belgian law.

16.2. All disputes fall within the exclusive jurisdiction of the courts of the judicial district of Antwerp, Antwerp division, without prejudice to the right of Kopstorm to summon the Client before the court of the Client's domicile or registered office.

16.3. Where the Client is a Consumer, this article leaves unaffected the mandatory statutory provisions on territorial jurisdiction in favour of the Consumer.

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