Services terms

These terms apply to services of Kwazi BV to businesses: work based on a quote, such as web design and integrations, and WordPress hosting. For the plugin, your account and add-ons, our terms and conditions apply.

Article 1 – Scope

1.1. These general terms govern the legal relationship between KWAZI BV, with registered office at Bevrijdingsplein 18, 3970 Leopoldsburg, Belgium, and company number 0803.546.614 (“Kwazi”), and the principal or customer of Kwazi (“Principal”). They apply to every offer by Kwazi and every agreement between Kwazi and the Principal that relates directly or indirectly to the services Kwazi provides to the Principal, including but not limited to brand strategy services, brand design services, sales automation services, web design and web development, integrating Kwazi with other software, WordPress hosting, brand content creation and the supply of external services (e.g. printing, copywriting) (“Services”).

1.2. The provisions of the quote or of the request (such as a request for hosting in the Principal’s account on kwazi.eu), together with these general terms, form the agreement with the Principal (“Agreement”). The Agreement is only concluded after written confirmation of the quote by the Principal, after confirmation of the request by Kwazi, or when Kwazi starts performing the Services if there is no written confirmation.

1.3. The Agreement replaces all written or oral contracts, proposals and commitments on the same subject that precede the date of this Agreement. Commercial documents and offers of Kwazi therefore create no obligations on the part of Kwazi.

1.4. The Agreement also prevails over the general and other terms of the Principal, even if these state that they alone apply. Deviations from the Agreement are only possible with the prior written consent of Kwazi.

1.5. By placing an order, sending a request or accepting a quote, the Principal acknowledges having read these terms and accepts them without reservation.

Article 2 – Quote

2.1. Our quotes are always without obligation and remain valid for 30 calendar days from the day they are sent to the Principal.

2.2. The Agreement is only concluded after written confirmation of the quote by the Principal or when Kwazi starts performing the Services, if there is no written confirmation of the quote.

Article 3 – Performance of services

3.1. Kwazi acts to the best of its ability in providing and performing Services. All actions of Kwazi are obligations of means.

3.2. Any time limits stated are indicative only and are not an obligation of result for Kwazi. Exceeding them cannot give rise to compensation or to termination of the Agreement. If Kwazi does not deliver the Services, any advance payments made by the Principal are refunded without interest or other compensation.

3.3. The Principal undertakes to provide Kwazi with all necessary documentation and information, and to have obtained the necessary permissions, so that Kwazi can perform its Services correctly and on time. As the provider of the information, only the Principal is responsible for the accuracy and completeness of all instructions, information and communications. Kwazi is not liable for damage resulting from the use of incorrect, inaccurate or incomplete information supplied by the Principal for the performance of Services, or from missing permissions.

3.4. The services of Kwazi do not include investigating the existence, protection and/or validity of intellectual property rights of the Principal, including but not limited to trademarks, design rights, patents, copyrights, neighbouring rights and portrait rights of third parties, software protection, database rights, domain names or other intellectual property rights.

3.5. Kwazi reserves the right to call on subcontractors, freelancers and/or external suppliers (for example a printer or (web) hosting provider, trademark agencies) for (part of) certain Services, without informing the Principal in advance, without prejudice to article 12.3.

Article 4 – Delivery

4.1. Unless expressly agreed otherwise in writing, goods are delivered at Kwazi.

4.2. The delivery times and dates given are indicative only and do not bind Kwazi in any way. Exceeding the expected delivery time cannot give rise to any compensation, price reduction, suspension or termination of the agreement at the expense of Kwazi.

4.3. Goods are always transported at the cost and risk of the Principal, even when Kwazi organises the transport.

Article 5 – Retention of title

Goods and services delivered remain the property of Kwazi until the Principal has paid the price due in full.

Article 6 – Fees

6.1. All products and services are invoiced at the prices that apply at the time of the order. Kwazi may charge an advance on costs and fees before or during the Services.

6.2. Notwithstanding the above, Kwazi reserves the right to adjust prices if, between the date of the order and delivery, prices have risen by at least five percent (5%) as a result of higher prices of its suppliers and/or an increase in wages, exchange rates or other relevant costs. For hosting, article 12.5 applies.

Article 7 – Invoicing and payment

7.1. All invoices of Kwazi are payable within seven (7) calendar days of the invoice date. Any amount of an invoice not paid in full on the due date is increased by operation of law and without prior notice of default by:
(i) interest at a rate of 12%, and
(ii) a fixed compensation of 10% of the outstanding principal, with a minimum of 200 euros.
Kwazi is also entitled to charge the costs of notices of default and reminders (“reminder costs”). This article applies without prejudice to Kwazi’s right to claim higher compensation on proof of higher actual damage.

7.2. Kwazi reserves the right to suspend the agreed Services as long as the invoice concerned has not been paid in full by the Principal. For hosting, article 12.7 applies.

7.3. If one or more invoices are not paid on the due date, all outstanding invoices that are not yet due become due by operation of law and without prior notice of default. The Principal may not set off Kwazi’s invoices against its own invoices.

7.4. Any objection to invoiced amounts must be made by reasoned registered letter within eight (8) days of the invoice date. Without an objection within that period, the invoice is deemed accepted. In any case, every claim against Kwazi relating to services lapses one (1) year after receipt of the invoice for the Services delivered.

Article 8 – Liability

8.1. Kwazi is only liable for damage that is the direct result of its proven own gross negligence, fraud or intent in performing the Services. Kwazi is never liable for any indirect or consequential damage, including loss of time, loss of customers, loss of profit, loss of income, loss of opportunities or business opportunities, loss of goodwill, damage to equipment or software of third parties, data loss, security breaches and disclosure of confidential information – the latter two subject to the liability provisions of the GDPR – or any other form of economic damage.

8.2. The Principal undertakes to fully indemnify Kwazi, for principal, interest and (legal and lawyers’) costs, against every claim of a third party arising from or related to this Agreement and the Services Kwazi performed for the Principal.

8.3. Kwazi cannot be held liable for damage resulting from (even gross or intentional) errors or shortcomings of Kwazi’s staff or of subcontractors, freelancers or third-party suppliers it calls on for (part of) the Services, or from errors, outages or defects in the (computer) systems of its staff, subcontractors, freelancers or external suppliers, such as the hosting provider.

8.4. Kwazi cannot be held liable for any errors or shortcomings relating to printed matter. The Principal bears full responsibility for the content of the printed matter, the technical specifications and all related aspects. It is expressly the responsibility of the Principal to check the proofs at the printer carefully and approve them on time.

8.5. In all circumstances, after discovering any damage, the Principal must give Kwazi prompt and proper notice of default no later than 14 days after becoming aware of the damage, failing which the Principal is deemed to waive every right (of action) against Kwazi. The notice must describe the alleged damage as completely and in as much detail as possible so that Kwazi can respond adequately.

8.6. In any case, the Principal loses every right (of action) against Kwazi if it has failed to:
(i) limit the damage immediately after it occurred;
(ii) prevent other or additional damage, or
(iii) provide Kwazi with all necessary information about the alleged damage.

8.7. Kwazi’s liability is in all cases limited to the lowest of the following amounts:
(i) the cover provided by Kwazi’s liability insurer;
(ii) the amount of the fees Kwazi received under the Agreement for performing the Services, or
(iii) the amount stated in the quote or the request for the Services that would give rise to the liability.

Article 9 – Intellectual property rights

9.1. Unless agreed otherwise in writing, all intellectual property rights in creations or works (including but not limited to signs, logos, branding, marketing material, websites, applications, software, text(s), videos, photos or any other content or information) that Kwazi developed in performing the Agreement are the exclusive property of Kwazi or its licensors.

9.2. Kwazi is entitled at all times to sign Services and/or to mention its (trade and/or brand) name, logo or mark on them. The Principal may not change, remove or make unrecognisable any indication of Kwazi’s intellectual property rights.

9.3. The Principal guarantees that it is entitled to use and/or store any software and/or data it uses or stores in any way through the Services (for example as licensee or holder of the related intellectual property rights). The Principal acknowledges and accepts that Kwazi uses or may use certain open-source software or freeware for the Services under licences that may contain provisions that take precedence over these general terms.

9.4. Without prejudice to article 9.1 above and subject to full payment by the Principal of all invoices of Kwazi, Kwazi grants the Principal, who accepts, an exclusive, non-transferable and non-sublicensable licence to use the creations developed by Kwazi under the Agreement and/or the Services and protected by Kwazi’s intellectual property rights for its economic activities.

9.5. The licence mentioned in article 9.4 applies only to use of the creation(s) concerned by the Principal itself and, if Kwazi creates several designs within a Service, only to the design chosen by the Principal.

9.6. By way of derogation from articles 9.4 and 9.5, the Principal receives software code that Kwazi writes for WordPress (such as plugins, theme changes and integrations) under the GNU General Public License (GPL), with the rights that licence gives. Kwazi remains the copyright holder of that code and may reuse it, also in Kwazi and its add-ons. Texts, images and data of the Principal remain the Principal’s.

Article 10 – Processing of personal data

10.1. The applicable privacy legislation applies to the processing of personal data by Kwazi under the Agreement and/or the Services. Within the meaning of that legislation, the Principal is the controller and therefore determines the purpose and means of the processing of personal data. Kwazi is only a processor within the meaning of that legislation and processes the personal data solely for or on the instructions of the Principal. For hosting, the hosting provider is a sub-processor (article 12.3).

10.2. The Principal and Kwazi declare that they comply with the privacy legislation. The Principal will fully indemnify Kwazi, for principal, interest and (legal and lawyers’) costs, against all claims of third parties in this respect.

Article 11 – Marketing

The Principal acknowledges and accepts that Kwazi may mention and use (the name, (brand) mark/logo and/or marketing material of) the Principal, as well as the Services Kwazi delivered to the Principal, for its own marketing purposes.

Article 12 – WordPress hosting

12.1. Subject. With WordPress hosting, Kwazi puts one WordPress website of the Principal online and keeps it running. The Principal requests hosting in its account on kwazi.eu or through a quote. The price per year is stated with the request or in the quote, excluding VAT.

12.2. Included, per website:
(i) 5 GB of storage; traffic and visitors without a fixed limit;
(ii) an SSL certificate (https) that renews by itself;
(iii) daily backups, which Kwazi restores on request;
(iv) updates of WordPress, the theme and the plugins, by Kwazi;
(v) an Elementor Pro licence while the hosting runs (article 12.6).
The domain name, mailboxes and converting an existing website to WordPress are not part of the hosting; the Principal arranges these itself or orders them as a separate Service.

12.3. Provider. The website runs with a specialised hosting provider with servers in the European Union. Which provider that is, is stated in the privacy policy on kwazi.eu. If Kwazi chooses another provider, it announces this at least 30 days in advance by email; the Principal can cancel free of charge until that date.

12.4. Term and cancellation. Hosting runs per year, from the day the website is online, and renews tacitly for a year each time. At least 60 days before the renewal, Kwazi sends an email with the date and the amount. The Principal cancels until 30 days before the renewal, in its account or by email to hallo@kwazi.be. Within 14 days of the first hosting invoice, Kwazi refunds the full amount on request, without a reason; after that, a running year is not refunded.

12.5. Price and invoicing. Hosting is invoiced yearly in advance. A new price only applies from a following renewal and is stated in the email of article 12.4; a Principal who does not accept the new price cancels in accordance with article 12.4. When requesting hosting in its account, the Principal expressly confirms that it agrees to pay the yearly price.

12.6. Elementor Pro. Kwazi activates Elementor Pro on the website through its own Elementor account. The licence remains Kwazi’s, is subject to Elementor’s terms and is intended only for the hosted website. It ends when the hosting ends: the website then keeps working with the installed version, without new Pro updates or Pro support. If Elementor changes its licence terms so that Kwazi can no longer supply the licence, Kwazi announces this as soon as possible and looks for a solution with the Principal; the Principal can then cancel free of charge.

12.7. Availability, use and suspension. Kwazi takes care, to the best of its ability (article 3.1), of a fast and available website, announces planned maintenance in advance and fixes outages as soon as possible. If something goes wrong after an update, Kwazi restores the website to the latest backup. Kwazi promises no fixed availability percentage and gives no compensation for downtime. The Principal uses the hosting for a regular business website, without illegal content, spam, malware or infringement of third-party rights; if it needs more than 5 GB, the parties look for a solution together. In case of abuse or a hacked website, Kwazi may pause the website immediately; it then informs the Principal at once. For an unpaid invoice, Kwazi only pauses the website after a reminder and a period of 14 days.

12.8. End. When the hosting ends, for whatever reason, the Principal receives on request a full copy of its website (files and database) free of charge to move it. Kwazi keeps the website for another 30 days after the end; after that it deletes everything, including the backups.

Article 13 – Termination of the agreement

The agreement can always be terminated without prior court intervention and with immediate effect:
(i) by mutual agreement of both parties;
(ii) following a serious breach by the Principal. Failure to pay (on time) in accordance with article 7.1 is considered a serious breach for the purposes of this article.

Notwithstanding the termination of the agreement, the Principal remains obliged to pay for the work already delivered by Kwazi. For hosting, articles 12.4 and 12.8 also apply.

Article 14 – Nullity

The nullity of one or more clauses of these general terms does not entail the nullity of the other clauses. The parties undertake to replace any void clauses by one or more valid clauses that correspond to the original intention of the parties and the spirit of the agreement, or come as close to it as possible.

Article 15 – Applicable law and jurisdiction

The Agreement is interpreted in accordance with and governed by Belgian law. All disputes arising from or related to this Agreement fall under the exclusive jurisdiction of the competent court of Kwazi’s registered office. If the English and Dutch texts differ, the Dutch text prevails.