1. Purpose
These general terms and conditions (hereinafter "T&Cs") govern all services provided by Synapse Up SRL (Rue Adrien Bidoul 11, 1325 Chaumont-Gistoux, Belgium, VAT BE1005.891.483), hereinafter referred to as "the Provider", to any natural or legal person (hereinafter "the Client") who places an order.
Services include in particular: design and development of PrestaShop e-commerce sites, development of custom modules, integrations (ERP, logistics, AI), process automation, design and deployment of artificial intelligence systems, and any other service agreed in a quote or contract.
Any order implies full and complete acceptance of these T&Cs by the Client, who waives the right to rely on their own general purchase conditions.
2. Quote and order
Each service is subject to a detailed quote valid for 30 days from its date of issue, unless otherwise stated. The quote specifies in particular:
- The scope of services and expected deliverables
- The provisional schedule and milestones
- The price, payment terms and any ancillary costs
- The Client's obligations (provision of content, access, approvals)
The order is firm and final upon return of the quote signed by the Client, or payment of the requested down payment. Any change to the scope during the mission is subject to a written amendment.
3. Price and payment
Prices are expressed in euros, excluding taxes. Belgian VAT (21% unless exempt) is added for clients based in Belgium. For European clients subject to VAT, the reverse charge mechanism applies in accordance with the rules in force.
Payment terms (down payment, intermediate instalments, final balance) are defined on a case-by-case basis in the quote or contract applicable to each service.
Payment is made by bank transfer to the account specified on the invoice, within the period indicated on it. Any late payment results, without prior formal notice, in the application of late payment interest at the Belgian legal rate plus 8 points, as well as a fixed indemnity of EUR 40 for recovery costs (art. XIX.74 of the Code of Economic Law).
4. Deadlines and execution
Agreed deadlines are given for information only and depend on the availability and responsiveness of the Client (approvals, provision of content, technical access). No delay can be attributed to the Provider if it results from a lack of cooperation from the Client or from a case of force majeure.
The Provider undertakes to use all reasonable means to ensure the proper performance of the services. This is a best-efforts obligation, unless explicitly stated otherwise in the contract.
5. Deliverables and acceptance
Upon delivery of each milestone, the Client has 10 working days to submit any reservations in writing. Otherwise, the deliverables are deemed accepted without reservation.
Corrections falling strictly within the agreed specification are handled free of charge. Evolutions or changes of scope are subject to a complementary quote.
6. Intellectual property
The Provider retains all intellectual property rights on the methodologies, tools, internal frameworks and know-how it uses.
Once the full price has been paid, the Client becomes the holder of the economic rights on the specific code developed for their project (custom modules, integrations, configurations) for purposes of use, modification and evolution. This assignment is non-exclusive on generic reusable components (PrestaShop base building blocks, open-source libraries).
The Provider reserves the right to mention the Client in its commercial references (logo, brief description of the project), unless otherwise requested in writing by the Client.
7. Confidentiality
Each party undertakes to keep strictly confidential the information and documents exchanged in the context of the service, and to use them only for the strict purposes of the project.
This confidentiality obligation remains in force throughout the duration of the contract and for five (5) years after its termination.
8. Personal data
The processing of personal data is governed by our Privacy policy, in accordance with the General Data Protection Regulation (GDPR).
9. Subcontracting
The Provider reserves the right to use subcontractors for the performance of all or part of the services. It remains solely responsible to the Client for proper performance.
10. Liability
The Provider's liability is limited to proven direct damages and may not in any case exceed the total amount received for the relevant service. The Provider cannot be held liable for indirect damages (loss of operation, loss of opportunity, loss of profits, damage to image).
The Provider cannot be held liable for interruptions or failures of third-party services (hosting provider, AI suppliers, ERP, payment platforms, etc.) that it integrates.
11. Force majeure
Neither party shall be liable in the event of force majeure within the meaning of Belgian case law (in particular: external, unforeseeable, irresistible event).
12. Termination
In the event of a serious breach by one of the parties of its obligations, the other party may terminate the contract as of right, after formal notice remaining without effect for 15 working days. Services already performed and costs incurred remain due.
13. Applicable law and jurisdiction
These T&Cs are governed by Belgian law. Any dispute relating to their interpretation or performance shall, failing amicable resolution, be submitted to the exclusive jurisdiction of the courts of Brabant Wallon (Belgium).
14. Acceptance
Acceptance of a quote issued by Synapse Up SRL implies unreserved acceptance of these T&Cs. In the event of a contradiction between a specific provision of the quote and these T&Cs, the specific provisions prevail.