Terms and conditions

1. Definitions

• Novasar: Novasar BV, registered office at Kronkelstraat 10, 9150 Beveren-Kruibeke-Zwijndrecht, Belgium, company number 1035.290.007.
• Client: the company that signs an agreement with Novasar or receives a quote toward one.
• Engagement: the advisory and delivery work Novasar performs for the client, as described in the quote.
• Services: advice, analysis, financial modeling, forecasting, data work, AI optimization, and the support that goes with them.
• Deliverables: what Novasar hands over, including reports, models, forecasts, dashboards, scripts, and custom systems or tools.
• Agreement: the accepted quote together with these terms.
• In writing: includes email.

2. When these terms apply

• They apply to every quote, engagement, and agreement between Novasar and the client, and form part of it.
• Accepting a quote or confirming an engagement means the client has read and accepted these terms.
• They override the client’s purchase terms or any other terms the client puts forward, which are expressly excluded, even where those terms claim to apply exclusively.
• Anything that departs from these terms is valid only if Novasar accepted it in writing, and only for the engagement it was agreed for.
• Novasar may revise these terms. An engagement already under way stays on the version in force when it was ordered.

3. Quotes and how an agreement is formed

• Quotes are non-binding and valid for 30 days unless they say otherwise.
• The agreement is formed when the client accepts the quote in writing, or when Novasar begins work at the client’s request.
• The price and timeline in a quote cover the work that quote describes. Anything added or changed along the way is priced separately and starts only once both sides agree.
• Obvious errors or typos in a quote are not binding on Novasar.

4. What the engagement is and isn’t

• Novasar’s obligation is one of best efforts. It brings its knowledge and experience to bear as well as it can, and it does not guarantee any particular outcome in revenue, profit, savings, or growth.
• Advice, forecasts, scenarios, and analyses are informed estimates built on the data and assumptions available at the time. The future stays uncertain, and actual results can differ.
• Novasar does not provide tax, legal, accounting, or investment advice, and does not act as an accountant, auditor, regulated financial advisor, or broker. Novasar is not supervised by the FSMA. For questions in those areas, Novasar will point the client to a qualified professional.
• The client makes its own decisions and stays responsible for them. The deliverables inform those decisions; they don’t replace the client’s own judgment.

5. What Novasar needs from the client

• The quality of the work depends directly on what the client supplies. The client provides the information, data, documents, and access Novasar needs, on time, and is responsible for their accuracy and completeness.
• The client names a point of contact who can make decisions or get answers back promptly.
• Novasar may build on what the client supplies without verifying it. Errors or gaps in that material, and whatever follows from them, are not Novasar’s responsibility.
• If the engagement slips because input or access arrives late or incomplete, the timeline moves with it, and Novasar may bill the extra cost that causes.

6. How the work gets done, including vendors and AI

• Novasar performs the engagement with reasonable care and skill. Timelines are estimates unless both sides expressly agree they are binding.
• Novasar decides how the work is done and who does it, and may bring in subcontractors or outside vendors while remaining responsible under these terms.
• Novasar may use AI tools in the work. Their output is reviewed with reasonable care but can still contain errors, so the client verifies results before acting on anything significant. Novasar keeps client data confidential and does not put confidential client data anywhere a third party could use it for its own purposes.

7. Delivery and acceptance

• Novasar delivers what the engagement describes.
• The client reviews the deliverables on receipt. Any complaint about a visible defect or a mismatch with the engagement goes to Novasar in writing, with reasons, within 8 days of delivery.
• Without a timely, reasoned complaint, the deliverables count as accepted. Using them counts as acceptance too.
• Where a complaint holds up, Novasar gets the first opportunity to fix or complete the work within a reasonable period.

8. Pricing, invoicing, and payment

• All prices are in euros and exclude VAT and other charges unless stated otherwise.
• Novasar invoices as the quote sets out, whether on delivery, by phase, or on a recurring schedule, and may ask for a deposit before starting.
• Invoices are due within 30 days of the invoice date unless agreed otherwise.
• Any dispute over an invoice goes to Novasar in writing, with reasons, within 14 days of the invoice date. After that the invoice counts as accepted.
• On a missed due date, the statutory interest for late payment in commercial transactions accrues automatically, with no reminder required, along with a flat €40 toward collection costs and without limiting Novasar’s right to claim the higher costs it actually incurs. The outstanding amount is also increased by a flat 10%, with a minimum of €125.
• While payment is outstanding, Novasar may suspend work in progress until every overdue invoice is settled, and any invoice not yet due becomes immediately payable.

9. Term, suspension, and termination

• An engagement runs for the term, or through the delivery, that the quote sets out.
• Either side can end an open-ended, ongoing engagement with 30 days’ written notice, unless agreed otherwise.
• Either side can terminate immediately if the other commits a serious breach and fails to fix it within 14 days of written notice, or if the other becomes bankrupt, suspends payments, or is plainly insolvent.
• On termination, the client pays for work performed and costs incurred up to that point. Amounts already paid for work delivered are not refunded.
• Provisions meant to outlast the agreement, including confidentiality, intellectual property, and liability, survive it.

10. Intellectual property and license

• Novasar keeps all intellectual property rights in its methods, models, templates, scripts, tools, know-how, and generic building blocks, including where an engagement used or extended them.
• Once payment is complete, the client gets a non-exclusive, non-transferable license to use the deliverables inside its own business, for the purpose they were built for.
• The client may not sell, license, distribute, or otherwise make the deliverables, methods, or underlying building blocks available to anyone else, and may not use them to build a competing service, without Novasar’s written consent.
• Material, data, and existing rights the client supplies stay the client’s. The client is responsible for Novasar being allowed to use that material for the engagement.
• Novasar is free to apply the general knowledge, experience, and skill it picks up on an engagement to other work.

11. Confidentiality

• Each side keeps the other’s confidential information confidential and uses it only to perform the engagement.
• That doesn’t cover information already public, information a side already knew legitimately, or information that has to be disclosed by law or court order.
• Confidentiality outlasts the agreement.

12. Personal data

• Novasar handles personal data in line with the GDPR. For data Novasar controls itself, the privacy policy applies.
• Where an engagement has Novasar handling personal data on the client’s instructions, Novasar acts as a processor and the two sides sign a data processing agreement covering it.

13. References and publicity

• Novasar may name the client, use its logo, and describe the work and the results as a reference, including on its website and in sales material.
• The client can object in writing, and Novasar will stop the use in question within a reasonable period.
• In any such reference, Novasar respects the client’s legitimate confidentiality interests and publishes no figures or details marked confidential without approval.

14. Liability

• Novasar is liable only for direct damages caused by a breach attributable to Novasar.
• Novasar is not liable for indirect or consequential damages, including lost profit, lost revenue, lost savings or subsidies, loss of or damage to data, reputational harm, and third-party claims.
• Novasar is not liable for damages arising from data that was wrong, incomplete, or late; from decisions the client makes on the strength of the deliverables; or from using the deliverables outside the purpose or context they were built for.
• Novasar’s total liability per engagement is capped at the amount invoiced to the client for that engagement. For ongoing engagements, liability per incident and per calendar year is capped at what was invoiced for that engagement in the twelve months before the incident.
• These caps don’t apply to intent, fraud, or gross negligence by Novasar, or where the law imposes liability that can’t be limited, such as death or bodily injury.
• The client notifies Novasar of any damages in writing within 30 days of discovering them, or of the point it reasonably could have discovered them, and forfeits the claim otherwise. Every claim against Novasar expires one year after the events it rests on, in any event.

15. Force majeure

• Force majeure suspends the affected side’s obligations for as long as it lasts, and neither side is liable for the delay or the failure to perform.
• Force majeure covers anything outside a side’s reasonable control, including illness, vendor outages, network or power failures, cyberattacks, fire, war, epidemics, and government action.
• If it lasts more than 60 days, either side may terminate the agreement in writing without owing damages, paying for the work performed up to that point.

16. Non-solicitation

During the engagement and for 12 months after it, the client will not hire any Novasar employee or subcontractor who worked on it, and will not engage them directly outside Novasar, without Novasar’s written consent.

17. General

• If any provision here turns out to be void or unenforceable, the rest stays in force, and the two sides replace that provision with a valid one that comes as close as possible to what it was meant to do.
• Not enforcing a right, or not enforcing it right away, is not a waiver of it.
• The agreement and these terms are the entire understanding between the two sides about the engagement, and replace anything agreed on the subject beforehand.
• The client may not assign its rights or obligations under the agreement without Novasar’s written consent. Novasar may assign the agreement as part of a transfer of its business.
• Notices go in writing, by email, to the other side’s last known address.

18. Governing law and jurisdiction

• Belgian law governs the agreement and these terms exclusively.
• Any dispute the two sides can’t settle between them goes exclusively to the courts with jurisdiction over Novasar’s registered office, specifically the Enterprise Court of Ghent, Dendermonde division.

19. Contact

Questions about these terms? Email contact@novasar.be. Novasar is glad to help.