General Terms

Article 1. Scope

These are the general terms (the “General Terms”) of Stuwdio, trade name of Collexi, sole proprietorship of Bram Nouwen, with registered office at Koningin Astridlaan 33, 3500 Hasselt, Belgium and registered under company number 1017.615.815 (VAT BE 1017.615.815) (hereinafter: “Stuwdio”).

These General Terms apply exclusively to quotations, agreements and deliveries by Stuwdio to clients acting for professional or business purposes and qualifying as an undertaking under Belgian economic law (the “Client”). They do not apply to agreements with consumers. Deviations are only valid if agreed in writing. The Client’s general terms do not apply.

By accepting a quotation or order confirmation, the Client confirms that these General Terms were made available before or when the agreement was entered into and accepts them. The General Terms are available on Stuwdio’s website and can be obtained on a durable medium upon first request.

Where Stuwdio uses any special terms and/or deviating provisions in an agreement, the foregoing provisions take precedence over these General Terms, with the General Terms then serving a supplementary function.

Article 2. Quotation and conclusion of the agreement

The agreement is concluded after Stuwdio receives the Client’s written confirmation of a quotation (the “Order Confirmation”).

This applies to both continuous website management and separate projects.

Stuwdio’s quotations expire 30 days after issue and always supersede previous quotations.

The price in a quotation is based on information supplied by the Client. Where materially incorrect or incomplete information affects the agreed work, Stuwdio will explain the impact and propose an adjustment to scope, timing or price before performing additional work. That adjustment is carried out only after the Client’s written or electronic approval.

Article 3. Services

3.1. Continuous website management

Stuwdio provides continuous website management to businesses. The engagement may start with management of an existing website or, when separately agreed, with a preceding takeover, setup, rework or rebuild project.

The quotation or order confirmation defines the specific scope, monthly capacity, start date, rates and any recurring deliverables. Additional options and deviations from the standard formula are also recorded in writing.

3.2. Takeover, onboarding and separate projects

Continuous website management does not automatically carry a setup fee. Where migration, technical cleanup, substantial onboarding, rework or rebuilding is required, Stuwdio submits the scope and price to the Client in advance. Work begins only after written or electronic approval.

The start date of continuous management is recorded in the quotation or order confirmation and need not coincide with delivery of a separate project.

3.3. Scope and monthly capacity

Depending on the agreed scope, continuous management may include work relating to maintenance, content, design, conversion, SEO, AI visibility, analysis and technical improvements.

Stuwdio and the Client determine priorities together. Stuwdio handles those priorities sequentially within the agreed monthly capacity. Unless the quotation expressly states otherwise, the engagement does not entitle the Client to work in every category during every month or to a fixed number of hours, tasks or completed improvements.

Full redesigns, substantial rebuilds, new complex modules, major integrations and work beyond the agreed capacity are estimated and billed separately after prior approval.

3.4. Hosting, domains and third-party services

Hosting, domain registration or renewal, licences and third-party services are included only when expressly stated in the quotation or order confirmation. An existing website may remain with its current hosting provider when that environment is suitable for the agreed work.

When Stuwdio hosts the website and controls the relevant infrastructure, Stuwdio aims for 99.9% monthly availability. This is a non-binding target and not a guarantee. Planned maintenance, third-party failures, acts or omissions of the Client and force majeure fall outside this target. Credits or compensation are excluded unless otherwise agreed in writing.

Backups, storage, data transfer, fair-use limits and special infrastructure requirements are recorded in the quotation, order confirmation or an applicable hosting schedule. Additional costs are communicated and approved in advance.

3.5. Support and response times

Stuwdio aims to respond to routine questions within one working day. This is a non-binding guideline for an initial response and not a guarantee that a question or issue will be fully resolved within that period.

Critical outages within Stuwdio’s responsibility are handled on a best-effort basis as soon as reasonably possible. No 24/7 availability applies unless expressly agreed in writing.

3.6. Change management

Additional requests outside the agreed scope or capacity are estimated and submitted for approval via email or amended quotation. Work begins only after the Client’s written or electronic approval. The applicable rate is stated in the quotation or agreed before work begins. Urgent changes may carry an expedite rate communicated in advance.

3.7. Conflict-free exclusivity

During an active ongoing engagement, Stuwdio undertakes not to take on a direct competitor of the Client as a new Client. A “direct competitor” means a business offering the same or substantially similar products or services to a comparable target audience, in overlapping geographic markets or customer segments. The relevant boundary recorded in the order confirmation is decisive. Where that boundary does not provide a clear answer, the parties determine in mutual consultation and in good faith whether a business is a direct competitor.

Stuwdio limits the total number of concurrently active ongoing engagements to a maximum of fifteen (15) Clients, in order to safeguard quality and attention per Client.

Conflict-free exclusivity applies while the ongoing engagement is active and ends when that engagement effectively terminates. A temporary or partial suspension of work does not automatically end exclusivity unless the parties agree otherwise in writing.

3.8. Planned absence

Stuwdio communicates planned absence (holidays, planned leave, sabbatical or comparable interruption) in good time and at least two (2) weeks in advance for planned absences longer than ten (10) working days. An unforeseen absence, such as illness, is communicated as soon as reasonably possible. During these periods, the non-binding response-time guideline in article 3.5 is temporarily suspended. Reactive changes requested during the absence will be picked up on return. Automated maintenance, monitoring and uptime supervision remain active where applicable.

Article 4. Performance

Stuwdio always delivers an obligation of best efforts and may engage third parties to (partially) perform the engagement.

The Client is responsible for the timely delivery of correct information and materials. Delays caused by late input may postpone delivery and incur additional costs.

Use of publicly launched work as a reference is governed by article 7.5. A visible Stuwdio credit or link on the Client’s website is added only when agreed in the quotation or order confirmation.

Article 5. Delivery and timelines

Delivery times are indicative and non-binding unless a deadline is expressly agreed in writing as binding. Intermediate results may be placed on a test environment.

If an explicit delivery deadline has been set and an overrun is imminent, this will be communicated as soon as possible. In case of force majeure on Stuwdio’s side, the deadline is extended by the duration of the force majeure.

Article 6. Prices and payments

For a separately quoted project, the Client pays a 30% advance upon order confirmation and the remaining 70% upon delivery, unless the quotation or another written agreement sets a different payment schedule.

Continuous website management is billed monthly on the first day of each month. The first partial month may be charged pro rata. The monthly price includes only the scope, capacity and any recurring services stated in the quotation or order confirmation. Separately approved work and third-party costs fall outside that monthly price.

The monthly price remains unchanged during the initial minimum term of six (6) months. After that, Stuwdio may revise the price no more than once in any twelve-month period. A price change takes effect only at the start of a new monthly billing period. Stuwdio gives written notice of the change at least thirty (30) calendar days before it takes effect. The Client may cancel in writing before that date, subject to completion of the initial minimum term; in that case the agreement ends immediately before the revised price would take effect, notwithstanding the ordinary cancellation deadline in article 8.

Stuwdio’s invoices are payable within 14 days, unless otherwise agreed in writing or stated on the invoice.

In a B2B context, in case of non- or late payment the Client owes, by operation of law and without notice of default, the interest determined by article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions from the invoice due date. The outstanding amount is also increased by operation of law by the statutory fixed compensation of EUR 40 for recovery costs. Stuwdio may additionally claim reasonable compensation for other recovery costs actually incurred and legally recoverable insofar as they exceed that fixed amount.

If an undisputed invoice remains unpaid, Stuwdio will notify the Client in writing. The Client then has seven (7) calendar days to pay the outstanding amount or agree a payment arrangement with Stuwdio. If this does not happen, Stuwdio may proportionately suspend new work covered by the agreement. Stuwdio will not suspend services because of an invoice the Client reasonably disputes in good faith while the parties are actively trying to resolve that dispute.

Stuwdio may suspend hosting it manages itself only after explicit written notice and in the event of continued serious non-payment. Stuwdio will preserve the available data and access needed for an orderly handover. Stuwdio will not take an externally hosted website offline. A persistent delay in supplying necessary input may suspend the planning and performance of the affected work after Stuwdio has notified the Client in writing.

The Client reports a reasoned dispute concerning an invoice or an immediately apparent issue with delivered work within fourteen (14) calendar days after the invoice date or delivery, by email or another durable written medium. A latent issue must be reported within a reasonable period after discovery. Expiry of the initial period does not constitute irrebuttable acceptance and does not affect mandatory statutory rights. The undisputed part of an invoice remains payable. The parties will first try to resolve a reported dispute reasonably and in good faith.

Article 7. Intellectual property

7.1. Existing website and Client materials

The Client retains ownership and control of its existing website, content, data, domain names, brand assets and accounts. During the agreement, the Client grants Stuwdio the access and usage rights reasonably required to perform the agreed work and confirms that it is entitled to grant that permission.

7.2. Client-specific work

To the extent Stuwdio owns the relevant rights, Stuwdio transfers the intellectual property rights in code, designs, copy, information architecture and other work created specifically for the Client once the invoices relating to that work have been paid in full. Until full payment, the Client receives a non-exclusive right to use that work for the agreed purpose. Unselected proposals, proofs and concepts are not included in the transfer unless otherwise agreed in writing.

7.3. Reusable elements and third-party rights

Stuwdio retains ownership of pre-existing and reusable templates, tools, frameworks, modules, generic components, working methods and general know-how. Insofar as such elements are required for the Client’s website to function, the Client receives, after payment, a non-exclusive and perpetual licence to use and have them modified as part of that website and to transfer them together with that website or a successor to it. This licence does not permit the reusable elements to be sold separately from the website or distributed as a standalone product.

Third-party software, fonts, plugins, imagery and other materials remain subject to their respective licence terms. Where relevant, the quotation or order confirmation determines who manages and pays for those licences.

7.4. Handover upon termination

Upon termination, Stuwdio will provide or transfer the available current versions of paid Client-specific work, relevant available exports and the access it manages for the Client in a coordinated manner. Stuwdio will remove its own access where appropriate after the handover. Additional migration, conversion or reconstruction beyond a reasonable handover may be charged separately when the parties agree this in advance.

7.5. Portfolio use

Stuwdio may display publicly launched work and the Client’s name as a reference unless otherwise agreed in writing. Stuwdio will not disclose confidential materials, non-public information or private performance data when doing so.

Article 8. Term and termination

The agreement for continuous website management is entered into for a minimum term of six (6) months from the agreed management start date. It then renews automatically one month at a time, unless the Client or Stuwdio cancels in writing no later than seven (7) calendar days before the first day of the following month.

Upon timely cancellation, continuous management and the related billing end on the first day of the following month. Cancellation does not affect the availability of an externally hosted website. Where Stuwdio-managed hosting also ends, the parties coordinate its transfer and end date. Stuwdio will not deliberately take the website offline while a timely initiated and reasonably supported transfer is underway and the applicable hosting charges have been paid.

In the event of a material breach that can reasonably be remedied, the affected party gives the other party written notice and fourteen (14) calendar days to remedy the breach. If this does not happen, the affected party may terminate the agreement in whole or in part. Immediate termination remains possible for a serious breach that cannot reasonably be remedied, illegal activity, deliberate security abuse or another situation in which continuation cannot reasonably be expected.

Termination does not affect payment obligations or other rights accrued before the end date. Article 6 continues to govern non-payment, and articles 7 and 12 govern handover and continuity.

Article 9. Force majeure

Force majeure exists where a party is unable to perform an obligation because of an impediment that is not attributable to that party and is unforeseeable and unavoidable, in accordance with article 5.226 of the Belgian Civil Code. The affected party will notify the other party within a reasonable period of the obligations affected and will mitigate the consequences insofar as reasonably possible.

In case of temporary force majeure, only the affected obligations are suspended for the duration of the impossibility. In case of permanent force majeure, only the obligations that have become definitively impossible to perform end. Neither party is liable for damage arising solely from force majeure invoked in accordance with this article, without prejudice to mandatory law.

Article 10. Liability

Without prejudice to mandatory law, Stuwdio is liable for foreseeable and proven direct damage resulting from a contractual failure attributable to Stuwdio. Stuwdio remains liable without limitation for its intentional misconduct, fraud or gross fault, for intentional misconduct, fraud or gross fault by its appointed persons, and in other cases where liability cannot be excluded or limited under mandatory law.

Except where liability cannot be limited under mandatory law, Stuwdio’s total liability per damage event or series of connected damage events is limited to the amount corresponding to the agreement to which the damage relates: (a) for continuous website management, the sum of management fees billed to the Client during the six (6) months preceding the damage event or, if the management engagement has run for less time, the sum billed since its start; (b) for a separate project, the total agreed fee for the affected project. Where the damage demonstrably relates to both, the applicable amounts are added together.

Except for the unlimited liabilities stated in the first paragraph, Stuwdio is not liable for indirect or consequential damage, such as loss of profit or reputational damage. The Client remains responsible for the accuracy and lawfulness of content it supplies or approves for publication. Stuwdio does not guarantee uninterrupted access or error-free operation of external systems and services, nor can it warrant commercial outcomes such as SEO ranking, sales figures or revenue growth.

The Client indemnifies Stuwdio against third-party claims insofar as they result from content or instructions supplied by the Client, or from the Client’s infringement of intellectual property rights, privacy rules or other applicable law, including consumer and advertising law. This indemnity does not apply insofar as the claim was caused by an act or failure attributable to Stuwdio. Stuwdio will notify the Client of such a claim without unreasonable delay and provide reasonable assistance in dealing with it.

Article 11. Privacy and confidentiality

Stuwdio always treats the Client’s business information and access credentials confidentially and uses a password manager for this. Each party remains responsible for its own obligations under the General Data Protection Regulation (GDPR). Where Stuwdio processes personal data on the Client’s behalf, the parties will enter into the agreement or processing terms required by GDPR article 28 before that processing begins.

For more information on personal data processing, see Stuwdio’s Privacy Policy.

Article 12. Continuity and transfer

On termination, the Client retains its existing website, content, data, domain names, brand assets and accounts. In accordance with article 7, Stuwdio cooperates in a coordinated handover of paid Client-specific work, relevant available exports and the access it manages for the Client.

On request at or after termination, Stuwdio provides the available content in a common format insofar as the systems used reasonably allow this. Reasonable handover information forms part of termination. Additional migration, conversion, reconstruction or prolonged support is charged separately only when the parties agree its scope and price in advance.

If Stuwdio ceases its activities and can no longer perform the engagement, it will notify the Client as soon as possible and reasonably cooperate with a transfer to the Client or a third party chosen by the Client. External costs charged by registrars, hosting providers, licensors or other suppliers remain payable by the Client unless otherwise agreed in writing.

Article 13. Severability and waiver

If any provision of these General Terms is held invalid, unlawful or void, this in no way affects the validity, lawfulness and applicability of the other provisions.

A party’s failure to enforce a right under the agreement immediately does not constitute a waiver of that right and does not affect its later exercise.

Article 14. Governing law and competent court

All agreements are governed by Belgian law. Any disputes are submitted to the competent courts of the district where Stuwdio is established, without prejudice to mandatory jurisdiction rules.

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