General Terms and Conditions Onoweb

Last updated: 05/02/2025

1. Definitions

Service Provider: ONOWEB CommV, registered in the Crossroads Bank for Enterprises under number BE0795.624.286, with its registered office established at 2221 Heist-op-den-Berg, Mechelbaan 20A, and managed by Mr. Yordi Van Dessel, hereinafter referred to as "ONOWEB"

Client: any natural or legal person carrying out a commercial activity who wishes to make use of the services offered by ONOWEB

Services: the services offered by ONOWEB and/or specified on behalf of the Client, including, but not limited to, the services mentioned in Article 3 of these General Terms and Conditions.

Agreement: the agreement concluded between ONOWEB and the Client regarding the Services, including these General Terms and Conditions and any other Appendices to this Agreement which form an integral part thereof

2. Scope of Application

  1. Unless explicitly agreed otherwise in writing beforehand, these General Terms and Conditions apply to all agreements concluded and quotations or offers presented with/by ONOWEB.
  2. The General Terms and Conditions are provided with every quotation and/or invoice drawn up by ONOWEB. In addition, the General Terms and Conditions can be consulted at any time on the website: https://onoweb.be/algemene-voorwaarden.
  3. The Client consequently agrees to the General Terms and Conditions by placing an order or by paying the invoice.
  4. These General Terms and Conditions take precedence over the general and special conditions of the Client, even if the Client's conditions state otherwise.
  5. In the event of contradictions between the General Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.

3. Subject Matter of these General Terms and Conditions

These General Terms and Conditions relate to the services offered by ONOWEB and concern the following—non-exhaustive—activities: everything related to the realization and support of a website and webshop (web design, client-side and server-side programming, and web server management), the development of business applications, and the provision of software development services.

4. Conclusion of the Agreement

  1. All offers and quotations from ONOWEB are non-binding until the moment of acceptance by the Client. The Agreement is concluded when the Client signs the quotation without modifications within thirty days for approval and returns it to ONOWEB, or confirms the quotation via email from the same email address to which the quotation was sent. After this period, the provided quotation and its included conditions expire entirely.
  2. Any order or order confirmation by the Client binds the Client to the Agreement. The Agreement replaces all previously concluded verbal and/or written agreements.

5. Duration and Termination of the Agreement

  1. ONOWEB offers various types of agreements which always imply a well-defined duration, meaning they are fixed-term contracts. A fixed-term agreement is an agreement in which the duration is strictly determined without exceeding statutory limits, and with due observance of a possible tacit renewal.
  2. If the Client cancels the order prior to the start of the work, a fixed compensation for damages equal to 30% of the agreed price is due.
  3. Fixed-term agreements relating to one specific service provision (specialized support)
    1. These agreements include the provision of explicit services involving only a short timeframe, potentially split into various time blocks defined in hours. The agreement commences when the client approves the quotation and ends as soon as these Services are completed.
    2. If the Client cancels the order prior to the start of the work, a reasonable compensation is due to cover expenses already incurred and loss of profit. This compensation amounts to 30% of the agreed price. However, if ONOWEB can prove that the actual damage suffered is higher than 30%, it retains the right to claim the actual damage.
    3. Should the Client nevertheless terminate the Agreement in writing, ONOWEB is under no obligation to refund any amounts already received for the Services.
  4. Fixed-term agreements for a longer term (subscriptions)
    1. Under this form, ONOWEB offers agreements where support is provided for a duration of one year, which can be extended each time by one year under the same conditions, for businesses with an existing website or for businesses having a completely new website built by ONOWEB followed by annual support.
    2. These agreements include a subscription for an initial duration of one year (12 months) that comes into effect on the date ONOWEB receives payment for the concluded contract. A distinction is made between two formulas, described in Articles 5.4.3. and 5.4.4. respectively.
    3. Annual subscription for support provided to clients who have purchased services via Onoweb (for example, building a website or developing software).
      The subscription includes a specific number of hours that must be used within the target year for which the subscription was concluded. The invoice for the annual subscription must be paid in advance. Unused hours cannot, under any circumstances, be carried over to the following year upon renewal of the contract. Consequently, these hours expire completely and the Client cannot request a refund from ONOWEB for them.
    4. Annual subscription for support provided to clients who have already had a website built by another service provider.
      The subscription includes a specific number of hours that must be used within the target year for which the subscription was concluded. The invoice for the annual subscription must be paid in advance. Unused hours cannot, under any circumstances, be carried over to the following year upon renewal of the contract. Consequently, these hours expire completely and the Client cannot request a refund from ONOWEB for them.
    5. Unless the contract is terminated in writing by one of the parties at least three months before the expiry date, the contract will be tacitly renewed after the aforementioned initial duration for the same period of 12 months for an indefinite period. After this tacit renewal, the contract may be terminated by either party at any time and without compensation by means of a written notice, subject to a notice period of three months.
    6. In the event of premature termination by the Client, any fee already paid to ONOWEB shall remain definitively acquired, except in the case of deficient execution of the Services by ONOWEB.
    7. In any case, the Service Provider has the right to terminate the agreement with immediate effect without prior notice of default or judicial intervention if the Client is declared bankrupt, placed under provisional administration, has lost the free management of its assets, if there is doubt about the creditworthiness and solvency of the Client, or if the Service Provider fears that the Client will not fulfill its obligations. This does not preclude claims for damages on behalf of the Service Provider.
    8. Nevertheless, terminating the agreement in these cases does not entitle the Client to any compensation resulting from the termination of the agreement.

6. Prices

  1. The Agreements always state the total price for the Services to be provided.
  2. Prices are always displayed in Euros and are exclusive of VAT or other government-imposed levies.
  3. All additional work consisting of changes in scope/functionalities during and/or after the project will be executed on a time and material basis at the applicable rate of €85.00 per hour excl. VAT, unless agreed otherwise.
  4. Prices and other specifications may be modified by the Service Provider at any time, for example, due to indexation.

7. Invoicing

  1. Payment for services via an annual subscription must be settled prior to the performance of the services. The Client will receive an invoice for this, which is payable upon receipt and at the latest on its due date by bank transfer to ONOWEB's account number. Each payment will be deducted from the oldest outstanding invoice, and first applied to due interests and costs. Granted discounts expire if the general terms of sale are not respected.
  2. Payment for specialized services must be settled within 15 days of the invoice date.
  3. In the event of failure to pay on the due date, ONOWEB is entitled, from the following day, automatically and without notice of default, to claim default interest of 11.5% of the outstanding debt with a minimum of €125.00, without prejudice to the Service Provider's right to claim full compensation for the actual damage suffered.
  4. Furthermore, any reminder costs already incurred and potential judicial or extrajudicial costs shall be fully borne by the Client.
  5. In addition, ONOWEB reserves the right to suspend further performance of its obligations until the Client has fully paid the overdue invoices. Any delay in payment by the Client makes all outstanding sums immediately due and payable. In that case, the Client may not use the creations made by ONOWEB.
  6. The transfer of source code and intellectual property rights associated with the visual design of the website can only take place after the Client has paid the full amount of the contract.
  7. Web projects put on hold by the Client do not entitle the Client to a suspension of payment.
  8. ONOWEB is entitled to terminate the agreement with immediate effect and/or block access to the Services (e.g., the website) in whole or in part, temporarily or permanently, if the Client fails to comply fully or partially with one or more of its obligations arising from the agreement (such as, but not limited to, the payment of the invoice), without the Client being entitled to a refund of prepaid fees or any compensation.
  9. Furthermore, ONOWEB is entitled to terminate the Agreement with immediate effect automatically and without further notice of default in the event that the Client is declared bankrupt, is in judicial reorganization, or more generally, has suspended its payments.
  10. Complaints regarding invoices or payment requests from the Service Provider must be motivated and sent to ONOWEB in writing (by letter or email) or by registered mail within eight days of the invoice date, otherwise the debt arising from these invoices is presumed to be undisputed.

8. Subcontracting

  1. ONOWEB is entitled to entrust the agreement fully or partially to a subcontractor of its choice. The Service Provider will inform the Client of this upon concluding the Agreement or during the delivery of the Services.
  2. Hosting
    1. For hosting, ONOWEB collaborates with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in the General Terms and Conditions of this hosting partner. Upon the Client's first request, ONOWEB will provide the Client with a copy of the current version of these conditions.
    2. Hosting services are provided by ONOWEB to the Client per calendar year, subject to payment of the due fee by the Client. If the Client wishes to terminate this service, they must submit their termination notice to ONOWEB by registered mail at least one month prior to the end date of the billing period. In the event of late termination, the Client will owe the fee for the following calendar year.

9. Obligations of the Client

In executing the agreement, the Client must act in accordance with the duty of care. This includes, on the one hand, fulfilling the payment obligation and, on the other hand, providing the necessary information as a prudent and reasonable person would do in the same situation. For any specific commitments regarding the duty of care, reference is made to the Agreement.

10. Obligations of ONOWEB

  1. Onoweb has the obligation to deliver the discussed Services in accordance with the Agreement and according to the rules of craftsmanship.
  2. The delivery terms mentioned in the Agreement are provided as an indication and do not strictly bind ONOWEB, unless explicitly agreed otherwise. Delay in delivery can under no circumstances lead to an automatic dissolution of the agreement or to damages, unless the Client can prove that the delay is due to a serious error or negligence on the part of ONOWEB.
  3. If a binding delivery term has been agreed upon, this term is automatically extended if:
    • the Client fails to provide the necessary information, documents, originals, images, or materials essential for the execution of the assignment in a timely manner;
    • the Client places additional orders or implements changes to the original assignment;
    • there is a case of force majeure or unforeseen circumstances beyond the control of ONOWEB.

11. Liability

11.1 General

  1. ONOWEB undertakes to perform all services to be provided to the best of its ability. For this reason, the obligation on behalf of ONOWEB constitutes an obligation of means (best-effort). However, the Client can expect a form of expertise from ONOWEB according to current standards within the professional field.
  2. ONOWEB is in no way liable for errors in execution due to insufficient or incorrect input provided by the Client or for the use of photos, provided content, or fonts supplied and/or approved by the Client.
  3. For the execution of the Agreement, ONOWEB employs personnel and independent service providers who will be deployed to properly execute the commitments within the Agreement. Onoweb and its independent service providers or personnel cannot be held liable by the Client for damages arising from the execution of the Agreement, as well as business interruption, environmental damage, or intangible damage, except in cases of intent, fraud, or gross negligence.
  4. However, the liability of ONOWEB is in all cases limited to the invoice amount of that specific part of the agreement from which the damage arose.
  5. Under no circumstances can ONOWEB be held liable for any indirect damages such as, but not limited to, loss of time, loss of clientele, loss of profit, loss of income, increase in general expenses, disruption of commercial activity, third-party claims (for example, but not limited to, clients of the Client), damage to reputation, loss of future savings, personnel costs, loss of opportunities or business advantages, loss of goodwill, or any other form of economic damage or any other losses or consequential damages, both to the Client and to third parties.
  6. ONOWEB only bears responsibility for damage resulting from errors committed by agents when these are driven by intent, fraud, or gross negligence. Nevertheless, for compensation, the Client can also directly address the independent service provider or employee of ONOWEB. In that case, the employee or subcontractor may invoke the same defenses against the Client as those available to ONOWEB based on the Agreement between ONOWEB and the Client relating to the execution of the commitments in which the employee or independent service provider participates (Art. 6.3 of the Belgian Civil Code).

11.2 Liability for the software

Without prejudice to Article 10.1, the following applies regarding software: the flawless operation of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, both due to external factors (power outages or interference, lightning strikes,...) and due to factors inherent to the computer configuration (defects, network failures, undiscovered bugs in system and application software,...), so that unexpected loss of (even all) programs and/or data can occur. The Client undertakes to install appropriate mechanisms for data security, retention, and recovery.

11.3 Liability regarding agreements for support of existing websites

  1. With regard to agreements where ONOWEB provides support for pre-existing websites not built by ONOWEB, an analysis or "audit" will be carried out prior to providing the Services so that potential risks and problems can be reported.
  2. Nonetheless, ONOWEB cannot be held liable for damages resulting from any identified complications. Consequently, the Client bears full responsibility for this.
  3. Furthermore, ONOWEB cannot be held liable for damages or problems if the Client manages the hosting of both the website and the servers on their own account.

12. Situations of Force Majeure

In the event of force majeure, the Service Provider has the right, without being liable for any compensation, to terminate the full or partial execution of this agreement or to postpone its execution in consultation. Force majeure includes, among other things, natural disasters, strikes, lock-outs, war, mobilization, blockades, riots, epidemics, weather conditions, machine breakdown, fire, explosions, any cause impeding the regular delivery of our services (including long-term illness of the Service Provider), and all circumstances bringing about an essential change in economic conditions, as well as all similar events encountered by ONOWEB or its subcontractors.

13. Confidentiality Clause

  1. ONOWEB commits to maintaining confidentiality toward third parties regarding all information and data disclosed during the execution of the work, both during the execution of the agreement and for a period of five years after the termination of the agreement. ONOWEB takes all possible precautions to protect the Client's interests.
  2. The Client will not make any disclosures to third parties regarding the approach, working method, content of the Services, or other details belonging to ONOWEB.
  3. The aforementioned obligation applies to all information marked as confidential or which can reasonably be recognized as confidential. In case of doubt, the confidential nature of the information must be assumed.

14. Domain Name

  1. If the client orders a domain name through ONOWEB, the rights associated with this domain name belong exclusively to the Client.
  2. ONOWEB is responsible for managing the domain name as long as the Client pays the required annual fee to ONOWEB. This management agreement is for an indefinite duration and can be terminated by registered letter at least one month before the anniversary of the domain name registration.

15. Creation of Distinctive Signs

  1. ONOWEB possesses the expertise to develop a wordmark, figurative mark, or a complex combined mark. However, ONOWEB cannot be responsible for checking the availability of a sign, which can only be carried out by a specialized trademark agency to verify whether certain signs have been previously used or registered as a trademark by third parties. The Client must discuss the distinctive character of the sign with this same specialized trademark agency, as such an evaluation requires specialized legal knowledge. ONOWEB cannot be held liable for this in any way.
  2. The purchasing of fonts, stock photos, and other graphic material always occurs in consultation with the Client and will be billed to the Client. This can involve an annual or a one-time cost.

16. Intellectual and Industrial Property

  1. Intellectual Property Rights mean: all intellectual, industrial, and other property rights (regardless of whether they are registered or not), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, drawings, models, or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs, and semiconductors.
  2. Both parties accept that the concept of a website (specifically the layout of the website screens, main navigation) will, in principle, not be protected by Intellectual Property Rights. The Client may therefore find a similar structure on other sites developed by ONOWEB.
  3. The intellectual property rights associated with the visual design of the website created by ONOWEB are transferred to the Client after full payment (Art. 6.4). This transfer applies to the fullest extent, for all exploitation methods and forms, for the entire duration of the respective right, and worldwide. In addition, the client receives a non-exclusive license to use all codes used for the website. This user license applies for the duration of the copyright protection of the code and worldwide. However, if the website contains photos or drawings that were not provided by the client but were sourced by ONOWEB from a website that makes online photos and illustrations available, whether for a fee or not, then the user license the client acquires on these photos and drawings depends on the terms specified on the website of this online library. As a rule, this user license will be non-exclusive. ONOWEB provides no guarantees whatsoever regarding these photos and illustrations.
  4. The Intellectual Property Rights associated with the CMS (i.e., the necessary software for managing the website's content) belong exclusively to ONOWEB or a third party with whom ONOWEB has concluded an agreement regarding this. Subject to the payment of an annual license fee, specified in ONOWEB's quotation, and under the condition precedent of full payment of this fee, the client acquires a non-exclusive, non-transferable user license for this software. The Client is prohibited from granting sublicenses to third parties, or making the software available to third parties in any way, communicating it, using it for the benefit of third parties, or commercializing it.
  5. The Client will respect the Intellectual Property Rights of ONOWEB at all times and make reasonable efforts to protect those rights. The Client will immediately notify ONOWEB of any infringement by third parties on ONOWEB's Intellectual Property Rights of which they become aware.

17. Amendment of the Terms

  1. ONOWEB reserves the right to amend the General Terms and Conditions. Amendments will be communicated to the Client in writing or via email at least 30 days before taking effect. If the amendment has significant consequences for the Client, the Client has the right to object within these 30 days and, if no agreement is reached, to terminate the Agreement free of charge.
  2. The invalidity or unenforceability of a provision of these General Terms and Conditions does not affect the validity or enforceability of the other provisions. In such a case, the relevant provision(s) must be interpreted in such a manner that they are considered valid and enforceable, and so that the initial intent of the provision concerned is achieved and pursued as much as possible.

18. GDPR

  1. Onoweb complies with European Regulation 2016/679 of 27 April 2016 on the protection of personal data, as well as the Belgian Framework Act of 30 July 2018. For the execution of its services, Onoweb acts as the data processor.
  2. The Client's personal data is processed by ONOWEB for customer management based on the contractual relationship resulting from an order, to comply with legal obligations, and based on our legitimate interest to conduct business. The Client can always exercise their right of access, request to correct or delete data, ask to transfer it, or object to the use of the data for direct marketing purposes. If the Client does not agree with the way the data is processed, the Client can turn to the Data Protection Authority (Drukpersstraat 35, 1000 Brussels).
  3. We refer you to our privacy policy on the website for more details.

19. Reference

The Client agrees that the work executed for the client by ONOWEB may be included in ONOWEB's reference portfolio; any deviation from this must be agreed upon in writing between the parties.

20. Complaints

  1. Any complaint regarding the (execution of) the Services must be communicated to ONOWEB with proper justification and in writing at the latest within fourteen business days following execution or after the determination of any damage.
  2. In the absence of such a complaint within the set timeframe, it is presumed that the Client has definitively accepted the Services, and the right to any claim against the Service Provider expires.
  3. Complaints as referred to in Article 20.1 do not suspend the Client's obligations under the Agreement (including, but not limited to, their payment obligations). Additionally, a complaint does not entitle the Client to dissolve the Agreement, refuse the Services, or demand damages.

21. Dispute Resolution and Applicable Law

All disputes arising from or relating to these General Terms and Conditions or the Agreement are governed by Belgian law. Only the courts of Leuven are competent to settle disputes between the parties.