B2B service terms
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Terms for professional clients only: custom software, AI automation, CRM, data and Digital diagnostic. French is the master version. Template requiring legal review and completion before contractual use.
Scope and acceptance
These terms apply to quotes and orders of Soufyan Najjar, trading as Solideno. Client terms are excluded unless agreed in writing. Specific signed-quote provisions prevail in case of conflict. Only clients acting professionally may order.
Quotes and contract
Each engagement is custom and quoted individually, with no fixed price list. Unless stated otherwise, a quote is valid for 30 days. The contract is formed by signed quote or written acceptance, including electronic signature.
Digital diagnostic
The diagnostic is a paid service priced in the quote. It includes a half-day entirely online by video call with the client’s team, process analysis and a written report with roadmap, priorities and concrete proposal. The diagnostic does not include an on-site visit.
Execution and cooperation
The client provides authorised access, accurate information, contacts and test feedback on time, and holds necessary rights to supplied data/materials. Client-caused delays shift deadlines; impacts are communicated and the schedule revised.
Change requests
Requests outside the agreed scope require a new quote and written agreement before execution. Timing and cost consequences are specified.
Delivery and acceptance
The client has 10 working days after delivery to notify reasoned, detailed objections against the agreed scope. Without such objections, or upon production use, delivery is deemed accepted, subject to mandatory rules and the warranty below.
Fees and payment
Fees, taxes and milestones are as quoted; a deposit may be required. Invoices are payable within 30 days. In accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, any amount unpaid on its due date automatically bears late-payment interest at the rate set by that Act, without notice of default, together with the fixed recovery indemnity of €40 provided by that Act, without prejudice to reasonable compensation for additional recovery costs. For non-payment we may suspend work after written notice.
Third-party services and licences
Hosting, SaaS, AI APIs and open-source software follow their own terms/licences. Unless the quote says otherwise, their costs are borne by the client. We do not guarantee third-party changes, availability or prices; relevant dependencies are identified in the proposal.
AI-assisted output
AI output is assistive and may be inaccurate or incomplete. The client remains responsible for verification, necessary professional approvals and decisions made. High-risk uses require separately agreed safeguards.
Intellectual property
After full payment, the client receives ownership or broad usage rights in specific deliverables as stated in the quote and to the extent transferable. Where law requires, the quote specifies rights, uses, duration, territory and covered deliverables. Our pre-existing tools, know-how, reusable components and libraries remain ours or their owners’; a non-exclusive licence necessary to use the deliverable is granted subject to third-party licences.
Confidentiality
Both parties protect confidential information and use it only for the engagement during it and for 3 years after its end. Exceptions: public information, legitimately known information, lawful third-party receipt or legally compelled disclosure. Statutory data-protection duties are not limited by this period.
Data protection
When we act as processor, a separate DPA governs instructions, security, subprocessors, transfers, assistance, incidents and return/deletion. The client remains responsible for the lawfulness of supplied data and instructions.
Warranty and maintenance
We correct reproducible bugs within the delivered scope reported within 30 days after delivery. Client modifications, misuse and third-party changes not attributable to our service are excluded. Maintenance, enhancements and service levels require a separate agreement; mandatory rights remain applicable.
Liability
Our services are an obligation of reasonable efforts. To the extent lawful, indirect damages, lost profit and data loss caused by the client are excluded. Total liability is capped at amounts paid for the relevant engagement in the 12 months preceding the event. Exclusions/caps do not apply to fraud, gross negligence or where prohibited by law.
Force majeure
An event beyond reasonable control meeting applicable-law force-majeure conditions suspends affected obligations. The affected party promptly informs the other, mitigates effects and agrees next steps if the impediment persists.
Term and termination
Duration follows the quote. For serious breach, the injured party may terminate if the breach remains unremedied after 15 days’ written notice. Work performed and contractually incurred expenses remain payable; paid deliverables are handed over under agreed rights.
References
We may mention the client’s name/logo as a reference unless the client objects in writing, respecting trademarks and confidentiality. Detailed case studies or quantified results require separate agreement.
Non-solicitation
During the engagement and for 12 months after, the client will not directly solicit for engagement staff/freelancers introduced through the engagement without written agreement. This does not restrict unsolicited applications or non-targeted general adverts and applies only within applicable law. No staffing or placement service is provided.
Governing law and disputes
The parties first seek an amicable settlement. Failing agreement, the contract is governed by Belgian law and any dispute falls under the jurisdiction of the Enterprise Court of Ghent, Dendermonde division, without prejudice to mandatory rules.
Language, severability and changes
The French version prevails subject to mandatory rules. If a clause is invalid, the remainder stays applicable and a lawful provision close to its purpose is sought. The version accepted on order governs the engagement; future changes are not retroactive without agreement.