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 to all quotations, agreements and deliveries by Stuwdio to a client engaging Stuwdio’s services, both for professional (B2B) and private (B2C) purposes (the “Client”). Deviations are only valid if agreed in writing. The Client’s general terms do not apply.

By entering into an agreement with Stuwdio, the Client acknowledges that they are familiar with the General Terms and accept them in full. 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.

The provisions of these General Terms apply in both a B2B and B2C context, unless explicitly stated otherwise.

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”).

For a subscription, the agreement is concluded upon Stuwdio’s receipt of the Order Confirmation.

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

The price stated in quotations is always based on information provided by the Client. Stuwdio reserves the right to adjust the price if the information provided proves to be incorrect.

Article 3. Services

3.1. Service formula

Stuwdio delivers managed websites in one integrated formula: a one-time setup fee for development and launch of the website, combined with a monthly subscription for hosting, maintenance, content, technical SEO management and strategic guidance.

The specific scope, deliverables and rates are set out in the quotation or order confirmation. Additional options and extensions are also described in the quotation.

3.2. Setup fee

At the start of the engagement, the Client pays a one-time setup fee for the design, development and delivery of the website. The amount of this fee is set out in the quotation.

The number of revision rounds during the setup track is set out in the quotation; additional revisions outside this scope may be billed separately.

3.3. Subscription

After delivery of the website, the engagement continues under a monthly subscription with a minimum term of six (6) months. After this initial period the subscription is cancellable monthly (see article 8).

The subscription includes by default:

• Hosting on cloud infrastructure (Cloudflare or equivalent) with daily off-site backups (kept for 7 days);
• One .be domain name; other extensions or additional domains are billed separately;
• Limited adjustments to content and design (content changes, light design tweaks, small functional updates);
• Technical SEO management and content maintenance per agreed scope;
• Support via email and phone, with non-binding response times within one working day for routine questions and best-effort 24/7 for critical outages (website unreachable).

Major structural changes, new modules or full redesigns fall outside the subscription and are billed separately per quotation or at the prevailing hourly rate of EUR 90 per hour (excl. VAT).

3.4. Hosting and service levels

Uptime: Stuwdio aims for 99.9% monthly availability of websites it hosts, excluding planned maintenance and force majeure. This target is non-contractually binding; any credits or compensation are excluded, except as agreed in writing.

Resource and fair-use limits: unless otherwise agreed, up to 10 GB of storage for images and documents is included. Additional storage is billed at EUR 2/GB/month. Video hosting is not provided by Stuwdio; integration via external platforms (such as YouTube, Vimeo or Bunny.net) is possible at the Client’s expense. Excessive traffic or abuse may result in restrictions or additional charges, in consultation.

Special hosting needs (e.g. higher traffic, additional processing capacity, dedicated databases or external integrations) may incur a surcharge; this is confirmed in writing in advance, e.g. in the quotation.

3.5. Change management

Additional requests outside the agreed scope are estimated and submitted for approval via email or amended quotation. Execution begins only after the Client’s written or electronic approval. For urgent changes, an expedite rate may apply; this is communicated in advance.

3.6. Conflict-free exclusivity

For the duration of the subscription, 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. What constitutes a direct competitor in a given case is determined in mutual consultation and in good faith, with the Client’s reasonable perception being decisive. The boundary is recorded in the Order Confirmation.

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

Conflict-free exclusivity applies only as long as the Client’s subscription is active. On cancellation, termination or suspension of the subscription, the exclusive rights lapse and Stuwdio may again engage with businesses previously considered direct competitors.

3.7. Planned absence

Stuwdio communicates planned absence (holidays, sick leave, sabbatical or comparable interruption) in good time in advance, and at least two (2) weeks in advance for absences longer than ten (10) working days. During these periods the non-binding response-time guideline in article 3.3 is temporarily suspended. Reactive changes requested during the absence will be picked up upon return. Automated maintenance, monitoring and uptime supervision remain active during the absence.

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.

Unless explicitly excluded in writing in advance, the Client agrees that Stuwdio may use the work delivered for portfolio and promotional purposes, and may place a link to Stuwdio’s website in the footer of the website.

Article 5. Delivery and timelines

All delivery times are indicative and non-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 the setup fee, the Client pays a 30% advance upon order confirmation and the remaining 70% upon delivery, unless otherwise agreed in writing.

The subscription is billed monthly, on the 1st of the month, with the first month pro-rated as applicable. Hosting, limited adjustments and support are included in the monthly price. Stuwdio reserves the right to revise or index prices annually, subject to written notice.

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, conventional moratory interest from the invoice due date on the outstanding amount equal to the interest rate set in article 5 of the Belgian Act on Combating Late Payment in Commercial Transactions of 2 August 2002. Additionally, the Client owes, by operation of law and without notice, a fixed compensation of 20% of the outstanding invoice amount (incl. VAT), with a minimum of EUR 75 per invoice.

The provisions of this article apply, exclusively in a B2C context, mutatis mutandis in favour of the Client against Stuwdio if Stuwdio fails to perform its obligations, except in case of force majeure, and subject to the following. In a B2C context the provisions of book XIX of the Belgian Code of Economic Law apply, and Stuwdio will send the Client a free reminder to pay the amount due within 14 calendar days, failing which the Client will owe default interest on the outstanding amount at the reference interest rate plus eight percentage points referred to in article 5, second paragraph, of the Act of 2 August 2002 on combating late payment in commercial transactions, calculated from the calendar day following the day the free reminder was sent. In addition, after the aforementioned 14 calendar days, the outstanding amount is increased by a fixed compensation of: (i) EUR 20 if the outstanding balance is less than or equal to EUR 150; (ii) EUR 30 plus 10% of the amount on the bracket between EUR 150.01 and EUR 500 if the balance is between EUR 150.01 and EUR 500; (iii) EUR 65 plus 5% of the amount on the bracket above EUR 500, capped at EUR 2,000, if the balance exceeds EUR 500.

Any late payment by a Client renders, by operation of law and without notice of default, all other outstanding invoices, including those not yet due, immediately payable.

In case of non-payment or persistent delay in delivering input, Stuwdio may suspend or terminate the engagement. For subscriptions, Stuwdio additionally has the right to take the website offline until payment is made.

Subject to forfeiture, and without prejudice to the other provisions of these General Terms, the Client must submit any complaint about an invoice or the work delivered to Stuwdio by registered letter, no later than 8 days after the invoice date or delivery of the work. Failing this, the invoice or delivered work is deemed accepted in full.

Article 7. Intellectual property

7.1. During the subscription term

During the subscription term, after full payment of the setup fee and provided all current subscription invoices are settled, the Client obtains a non-exclusive right of use over the code, designs and website structure developed specifically for the Client (hereinafter: the “Works”). During this period, ownership of and intellectual property rights to the Works remain with Stuwdio. The Client always retains ownership of their own content (texts, photos, videos, data and other content).

7.2. Transfer upon termination of the subscription

On termination of the subscription, provided all outstanding invoices are paid in full, Stuwdio transfers full ownership and intellectual property rights to the Works specifically built for the Client unconditionally and definitively to the Client. This transfer covers the source code, graphic design, information architecture and website structure of the Client’s specific website. The transfer is confirmed in writing.

This transfer expressly does not extend to reusable modules, starter projects, templates, generic components and other building blocks developed by Stuwdio that are or have been used in other projects. For these reusable elements, the Client obtains a non-exclusive, non-transferable, perpetual licence for use within the transferred Works.

Stuwdio retains the right to continue using the reusable modules, templates and starter projects in other projects. Stuwdio may also reference completed projects, unless otherwise agreed in writing.

7.3. Restrictions during the subscription

During the subscription term, the Works produced by Stuwdio may not be edited, processed or used in websites or products other than those for which they were originally intended, except with Stuwdio’s express permission. The ownership rights to ideas, concepts or (proof) designs provided by Stuwdio remain entirely with Stuwdio until the transfer set out in article 7.2.

Article 8. Term and termination

The agreement is entered into for a minimum term of 6 months from the start date of the subscription. After 6 months, the agreement is automatically renewed by one month at a time, unless the Client or Stuwdio cancels the agreement no later than seven (7) calendar days before the first day of the following month.

Upon timely cancellation, billing stops as of the first day of the following month. The website is taken offline on Stuwdio’s hosting infrastructure on that date. Per article 7.2, ownership and intellectual property rights to the Works are transferred to the Client, so the Client can put the site back online on their own infrastructure or with another hosting partner.

If the Client breaches their obligations under the agreement, Stuwdio may terminate the agreement without notice and without compensation. The same applies vice versa for the Client’s benefit.

Article 9. Force majeure

Where performance of Stuwdio’s obligations becomes impossible or more difficult, more expensive and/or more time-consuming than foreseen at the time of purchase by the Client, Stuwdio is entitled to suspend performance of the agreement for the duration of the force majeure or to definitively dissolve the agreement by written notice to the Client, without owing any compensation.

Force majeure means any circumstance beyond Stuwdio’s will and control that prevents performance of its obligations in whole or in part, such as, by way of non-exhaustive example, network problems, outages of third-party AI or automation services, government measures or outages of other suppliers.

Article 10. Liability

Stuwdio is only liable in case of intent or gross fault. In case of attributable failure to perform the agreement amounting to a gross fault, Stuwdio is only liable for substitute compensation, i.e. compensation for the value of the omitted performance, or (partial) refund of the price received for the non-conforming part of the engagement. Stuwdio is only liable for damage where its existence and extent are demonstrated.

Stuwdio’s total liability is in any event limited to the higher of the following two amounts: (a) the sum of subscription fees billed to the Client in the six (6) months preceding the damage event (or, if the agreement is shorter, the sum billed since inception), or (b) fifty percent (50%) of the setup fee billed. Liability may not in any case exceed the higher of these two amounts.

Stuwdio is in no case liable for indirect or consequential damages (such as loss of profit, loss of data or reputational damage). The Client remains responsible for all content placed on the website. 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 all third-party claims relating to content provided or placed by the Client, infringements of intellectual property rights, unlawful processing of personal data, or breaches of applicable law (such as consumer or advertising law), as well as for any costs and damages arising therefrom.

Article 11. Privacy and confidentiality

Stuwdio always treats the Client’s business information and access credentials confidentially and uses a password manager for this. Where Stuwdio processes personal data on behalf of the Client, this is done in accordance with the General Data Protection Regulation (GDPR). The Client remains responsible for lawful processing.

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

Article 12. Continuity and transfer

On termination of the subscription, provided all outstanding invoices are paid in full, the Client takes the following with them: the domain name, their own content (texts, images, data), and per article 7.2, full ownership and intellectual property rights to the Works specifically built for the Client. Reusable modules, starter projects and templates developed by Stuwdio remain Stuwdio’s property, with a perpetual licence for use within the transferred Works.

On first request at or after termination, Stuwdio provides an export of the available content in a common format; any additional migration assistance or conversions are billed at the prevailing hourly rate.

If Stuwdio, by its own decision or by circumstance, ceases its activities and can no longer perform the engagement, it undertakes to transfer the project on its own initiative to a suitable third party. This transfer specifically includes: a complete export of available content in a common format, documentation of the internal processes and working arrangements Stuwdio applied for the Client, and reasonable support to the receiving party during a reasonable handover period. Any external costs related to the transfer (such as registrar or service costs for domain transfers, licence costs or export costs) are borne entirely by the Client. Stuwdio provides this cooperation after full payment of all outstanding invoices.

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.

Any failure by Stuwdio at any time to enforce any of the rights set out in these terms, or to exercise any such right, shall never be regarded as a waiver of any such provision and shall never affect the validity of these rights.

Article 14. Governing law and competent court

All agreements are governed by Belgian law. Any disputes are submitted to the courts of the district where Stuwdio is established.

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