Terms and conditions

1.1 These terms apply between Novasar BV and businesses for advisory, analysis, development, integration, and maintenance services involving data, finance, and AI. Novasar provides them before the agreement is concluded. They do not apply to consumers.

1.2 If documents conflict, the specific arrangements in the quote prevail, followed by the data processing agreement for personal data, then these terms. The client’s own terms apply only if Novasar accepts them in writing.

1.3 Specific arrangements concerning price, delivery, payment, evaluation, or guarantees apply only to the engagement in which they are included. Deviations must be recorded in writing; email counts as writing.

1.4 New versions apply to new agreements. An existing agreement stays under the accepted version unless the parties agree to a change or the quote includes an amendment procedure.

2.1 The quote describes the engagement, its assumptions, the deliverables, the price, and the schedule. It is valid for thirty days unless it states otherwise. An obvious error does not bind Novasar.

2.2 The agreement is formed when the quote is accepted in writing, including electronically. Work starts once the start conditions in the quote have been met.

2.3 Additional or changed work outside the agreed scope is carried out only after written agreement on its effect on price and schedule.

3.1 Novasar performs the work with reasonable care and professional skill and is responsible for the agreed deliverables and checks. It does not guarantee a business outcome such as revenue, profit, savings, or financing. Forecasts and scenarios remain estimates.

3.2 Deadlines are indicative unless the quote expressly makes them binding. The quote sets the start conditions and schedule.

3.3 Novasar may use subcontractors, software, and AI tools and remains responsible for the agreed work, including work performed by a subcontractor. AI outputs may contain errors; the client checks them before making an important decision. Confidential data is processed only under the agreed confidentiality and privacy arrangements.

3.4 Arrangements for infrastructure, subscriptions, and third-party services are set out in the quote. The client pays third-party costs not included in the price. Novasar is not responsible for their prices or performance, but remains responsible for its own configuration and agreed work.

3.5 Novasar does not act as an accountant, statutory auditor, regulated financial adviser, or intermediary and does not provide tax, legal, or investment advice. The client makes its own decisions.

4.1 The client provides the information, data, access, and decisions needed for the engagement on time and designates a contact person. The client confirms that Novasar may use and process the material it supplies.

4.2 The client remains responsible for the accuracy of its source data. Novasar carries out the agreed checks and is responsible for its own processing; it does not automatically verify the accuracy of all supplied data.

4.3 Missing cooperation may affect the schedule. Novasar explains the effect on timing and any additional work; extra work requires prior written approval.

5.1 Prices are in euros and exclude VAT unless stated otherwise. The quote sets the price, invoicing milestones, and any deposits or advance payments.

5.2 Invoices are payable within thirty days of the invoice date unless otherwise agreed. The client reports any dispute in writing, with reasons, within fourteen days.

5.3 Late payments are subject to the statutory interest and the fixed forty-euro recovery fee applicable to late payments in commercial transactions. The same rule applies to amounts Novasar owes the client.

5.4 If an invoice remains unpaid fourteen days after a written reminder, Novasar may suspend its work. It does not block or delete the client’s data or environment.

6.1 Novasar delivers the agreed work in one delivery or in parts, as set out in the quote. It reports delivery together with the checks carried out and any known limitations and supplies the agreed documentation.

6.2 The client reports a material departure from the quote in writing, with reasons, within ten business days of the delivery notice unless the quote sets another period. Without a timely report, the work is accepted as far as the client could reasonably assess it.

6.3 Novasar has the opportunity to remedy a valid defect at no additional charge. Minor issues that do not materially hinder use do not prevent delivery. Acceptance does not affect rights concerning hidden defects or mandatory statutory rights.

7.1 Maintenance or ongoing support applies only when agreed. The quote describes the scope, frequency, price, start, and any response times.

7.2 Work outside that scope is agreed separately in advance. A change to existing work does not automatically count as additional work; Novasar assesses it against the agreed scope.

7.3 Invoicing and any price changes follow the arrangements in the quote. A change without an agreed amendment procedure requires written agreement.

7.4 Unless otherwise agreed, the client may terminate an indefinite service with one month’s notice and Novasar with three months’ notice, starting on the first day of the following month.

8.1 Data, material, and existing rights supplied by the client remain the client’s property.

8.2 After full payment, the rights to what Novasar has created for the client transfer to the client unless the quote provides otherwise. The client may use, modify, have maintained, and transfer that work. Novasar supplies the corresponding code and documentation.

8.3 Novasar may continue to use its general knowledge, methods, and reusable components without taking client data, confidential information, or exclusively client-specific components. For such components included in delivered work, the client receives a free, lasting, and transferable license with the freedoms in article 8.2.

8.4 Third-party software and material remain subject to their own rights and licenses.

9.1 Each party keeps the other party’s confidential information confidential and uses it only for the engagement. Sharing with employees, advisers, or other parties involved is allowed only where needed and under equivalent confidentiality obligations.

9.2 This does not cover information that is lawfully public or already known, or that must be disclosed by law. The obligation applies during the engagement and for five years afterward; trade secrets remain protected while they remain secret.

9.3 The parties comply with applicable personal data rules. If Novasar processes personal data on the client’s behalf, they enter into a data processing agreement before processing, covering security, subprocessors, and the end of processing, among other matters.

9.4 Novasar’s privacy policy applies to personal data for which it is the controller. Each party limits the personal data it supplies to what is needed for the engagement.

10.1 Novasar is liable for direct loss caused by a breach attributable to it. If such a breach damages or loses client data, Novasar bears the reasonable cost of restoring it from available sources or backups.

10.2 Novasar is not liable for consequential loss such as lost profit, revenue, or savings, or for third-party errors, incorrect source data, or client interventions for which Novasar is not responsible.

10.3 Total liability under an agreement is limited to the amounts the client paid or owed under that agreement in the twelve months before the loss was reported. All losses in the same calendar year together remain within that amount.

10.4 The same limit applies to the client, except for its payment obligations. The limits do not apply to intentional misconduct, fraud, or gross negligence, or where liability is mandatory by law.

10.5 Loss must be reported in writing within sixty days of discovery. A claim expires one year after discovery and no later than three years after the events, to the extent permitted by law.

11.1 The engagement runs as set out in the quote. Ongoing services follow the agreed notice procedure or article 7.4.

11.2 The client may terminate an engagement in writing. Financial settlement follows the specific arrangements in the quote. Without a different arrangement, the client pays for delivered work and work already performed in progress under the quote, up to the agreed price. Amounts already paid are offset, and any excess is refunded.

11.3 Either party may terminate for a serious breach not remedied within fourteen days of written notice, or for insolvency to the extent permitted by law.

11.4 Force majeure suspends the affected obligations for as long as it continues. If it lasts more than sixty days, either party may terminate without damages, with settlement for work performed.

11.5 When the engagement ends, Novasar supplies the updated code and documentation for paid work, and the parties arrange access and personal data matters. Ownership, confidentiality, and other arrangements intended to survive remain in force.

12.1 Novasar uses the client’s name, logo, quotations, or identifiable results only after prior written approval of the material and its use.

12.2 The client may transfer the agreement with its business or to an affiliated company. Other transfers require written agreement. Novasar may transfer it with its business; the client may then end an ongoing service without charge.

12.3 If a provision is invalid, the others remain in force and the parties seek a valid replacement serving the same purpose. Not exercising a right immediately does not waive it.

12.4 The agreement records the arrangements for the engagement. Notices are sent in writing to the most recently provided email address. If a translation differs, the Dutch text prevails.

12.5 Belgian law applies. The parties first try to settle disputes between themselves. If that fails, the courts for Novasar’s registered office have jurisdiction, in particular the Enterprise Court of Ghent, Dendermonde division.