Terms & Conditions

Veyron is established at Hazegoedweg 40, 8800 Roeselare (Belgium), company registration number (KBO) BE1029.939.169.

These general terms and conditions have been drafted for professional B2B relationships and govern the basic terms for all quotations, proposals, agreements, projects and services provided by Veyron. The version communicated or made available by Veyron at the time of acceptance of the assignment is the applicable version for that assignment, unless the parties agree otherwise in writing.

1. Definitions

In these general terms and conditions, the following definitions apply:

1.1 "Veyron": the service provider as identified above.

1.2 "Client": any natural or legal person acting in the course of their professional or commercial activity who enters into an agreement with Veyron.

1.3 "Agreement": any agreement between Veyron and the Client, including the quotation, project agreement, special conditions, annexes and these general terms and conditions.

1.4 "Deliverable": any result, deliverable, configuration, implementation, report, document, content, code, automation or other work product delivered by Veyron.

1.5 "Third Party(ies)": suppliers, platforms, sub-processors, freelancers or other third parties engaged by Veyron or the Client.

1.6 "SLA / Service Description": a separate document (or annex) describing service levels, support windows, response times, maintenance, updates, backups, monitoring and continuity arrangements for a specific service.

1.7 "DPA / Data Processing Agreement": the data processing agreement pursuant to Article 28 GDPR which, when Veyron acts as a processor, forms an integral part of the Agreement.

1.8 "Background IP": intellectual property and know-how of a party that existed prior to the Agreement or was developed independently thereof, including generic building blocks, methodologies, templates, frameworks and libraries.

1.9 "Client Data": data, datasets, content, files or other information provided by or on behalf of the Client or generated within the Agreement.

1.10 "Security Annex": a separate document (or annex) detailing security measures, incident processes, audit and reporting arrangements and (where relevant) supply-chain security.

1.11 "High-Risk Addendum": a separate document (or annex) in which additional arrangements are set out for business-critical or high-risk projects regarding SLA, security, continuity, data retention/backup and adjusted liability caps.

2. Scope and acceptance

2.1 These general terms and conditions apply to all quotations, proposals, agreements, projects and services provided by Veyron, regardless of their nature or scope.

2.2 By entering into a collaboration, accepting a quotation, confirming an assignment or allowing execution to commence, the Client accepts these general terms and conditions in full.

2.3 The application of the Client's purchase, order or other terms and conditions is expressly excluded, even if these are communicated at a later stage, unless Veyron expressly accepts them in writing.

2.4 Veyron exclusively targets B2B clients. Consumer relationships fall outside the scope of these general terms and conditions.

2.5 In case of conflict between (i) the quotation/special conditions and (ii) these general terms and conditions, the quotation/special conditions shall prevail insofar as they expressly and in writing deviate. For data protection purposes, the DPA/Data Processing Agreement shall prevail.

3. Quotations and formation of the agreement

3.1 Quotations from Veyron are valid for thirty (30) days, unless otherwise stated.

3.2 The Agreement is formed as soon as (i) the Client accepts the quotation or project agreement in writing, or (ii) Veyron confirms in writing, or (iii) Veyron commences execution.

3.4 All prices are exclusive of VAT and other levies, unless expressly stated otherwise.

4. Services, execution and obligation of means

4.1 Veyron provides digital strategy and growth services, including but not limited to: orientation scans, audits, strategic advice, roadmaps, automation and AI implementations, marketing and activation projects, software development and integrations, and the deployment of digital experts ("Veyron Talent").

4.2 Veyron provides its services on the basis of an obligation of means: professionally, diligently and in accordance with prevailing standards within digital strategy, technology and AI. Obligations of result only apply if they have been expressly agreed in writing in advance.

4.3 The exact scope, planning, deliverables, acceptance criteria and any service arrangements are set out in the quotation, project agreement, SLA/Service Description and/or other written documents confirmed as binding by the parties.

4.4 The Client shall cooperate loyally and timely provide all information, access, decisions and feedback reasonably required for execution. Delays or additional costs due to late or incomplete cooperation shall be borne by the Client.

4.5 If the service provision requires operational continuity (e.g. hosting, managed automations, critical integrations), this is set out in an SLA/Service Description and, where relevant, a Security Annex. In the absence of a separate SLA/Service Description, support is provided on a "best effort" basis within Belgian business hours and at least the basic arrangements of articles 12.11–12.13 and 19.4–19.7 apply.

4.6 If the service provision structurally relies on Third Parties (e.g. SaaS, AI or cloud platforms), Veyron may propose reasonable changes in configuration or approach if this is necessary due to changes at those platforms. Any impact on timing/cost will be handled via article 5 (change control).

5. Scope management, change control and additional work

5.1 Changes, extensions or additional requests outside the agreed scope are considered additional work.

5.2 Additional work is quoted or invoiced separately at the applicable hourly rate and is only executed after prior written agreement from the Client.

5.3 If the Client modifies or postpones execution after capacity has been scheduled, Veyron may charge the corresponding costs or hours and revise the planning without guarantee of original deadlines.

5.4 Change control: for substantial scope changes or project impact, the following process applies: (i) the Client submits a written Change Request; (ii) Veyron provides an impact analysis (scope, timing, costs, risks); (iii) execution only commences after written approval from both parties.

6. Delivery, testing, acceptance and quality

6.1 Unless otherwise agreed, Veyron provides sufficient information upon delivery to enable reasonable verification (e.g. release notes, demo, documentation or test instructions).

6.2 Deliverables are deemed accepted if the Client does not formulate written and substantiated objections within: (a) ten (10) calendar days for simple Deliverables; (b) thirty (30) calendar days for complex digital, software, integration, automation or AI Deliverables, calculated from the date of delivery or provision, provided the Client reasonably provides the necessary access, data and cooperation to test.

6.3 Silent acceptance relates to the aspects that are visible and reasonably testable within the acceptance period. Acceptance does not affect article 6.5 (hidden defects).

6.4 If the Client reports objections within the period, the parties shall reasonably cooperate to qualify the objections (critical/non-critical) and establish a repair or workaround plan. After resubmission, a re-acceptance period of ten (10) calendar days applies, unless otherwise agreed.

6.5 Acceptance (including silent acceptance) does not relate to hidden defects that could not reasonably have been identified within the acceptance period. Such defects shall be reported in writing without delay after discovery.

6.6 Quality and limited conformity commitment: Veyron provides services and Deliverables in accordance with professional standards and the agreed scope. For Deliverables that materially deviate from written agreed specifications or acceptance criteria, the Client's primary remedy consists of a reasonable repair attempt by Veyron within a reasonable period.

6.7 Subject to mandatory law, no other warranties or implied guarantees are provided other than those expressly included in the Agreement.

7. Prices, third-party costs, invoicing and payment

7.1 Payment terms are determined in the quotation or project agreement. Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date.

7.2 Costs of Third Parties (such as software licences, AI platforms, hosting, API usage, data subscriptions, credits or services of sub-processors) are charged separately if not expressly included in the quotation.

7.3 Invoices must be disputed with reasons within fourteen (14) calendar days of the invoice date. In the absence of timely dispute, they are deemed accepted.

8. Late payment (interest and collection costs)

8.1 In case of late payment, the following shall be due by operation of law and without notice of default: (a) the statutory interest for commercial transactions; and (b) the fixed compensation for collection costs of forty (40) euro in accordance with the rules on commercial transactions.

8.2 If the reasonably incurred collection costs exceed the fixed compensation of 40 euro, Veyron may claim the additional, reasonable and demonstrable collection costs (such as reminder costs, file follow-up by third parties and procedural costs), to the extent and insofar as legally permitted. No additional percentage-based lump sum compensation applies, unless expressly agreed in writing in special conditions for a specific file.

8.3 Veyron may charge advance payments or interim invoicing based on progress or costs incurred.

8.4 Without prejudice to other rights, Veyron may suspend its services in case of payment arrears in accordance with article 9.

9. Suspension of services (proportionate and objective)

9.1 Veyron may suspend its services in whole or in part if the Client (i) fails to meet its payment obligations, (ii) breaches an essential contractual obligation that materially affects the execution or security/continuity of the service provision, or (iii) causes a demonstrable cybersecurity or compliance risk.

9.2 "Compliance risk" means: an objective and verifiable risk of breach of applicable legislation or binding regulations (including data protection, sanctions and export control rules), or a material infringement of third-party rights (such as intellectual property), insofar as the cause is reasonably attributable to the Client and does not exclusively result from Veyron's instructions.

9.3 Suspension in principle follows a proportionate step system: (1) written warning with remedy period; (2) temporary restriction; (3) full suspension.

9.4 In case of an immediate and demonstrable risk to security, system integrity or data protection, Veyron may temporarily suspend without prior warning. Veyron limits the suspension to what is strictly necessary to manage the risk and provides written justification.

9.5 If the Client is operationally dependent on an environment managed by Veyron, Veyron will, where reasonably possible and without increasing the risk, offer temporary "read-only" access or data export to support continuity.

9.6 Suspension does not release the Client from its payment obligations.

10. Cancellation and postponement by the Client

10.1 Cancellation of a confirmed assignment must be made in writing.

10.2 In case of cancellation less than five (5) working days before the scheduled start, Veyron may charge compensation for demonstrably reserved capacity and non-recoverable costs, up to a maximum of 30% of the agreed price, without prejudice to the invoicing of services already rendered and costs incurred. For projects with a duration exceeding three (3) months, an adjusted, phased cancellation fee may be agreed in the special conditions.

10.3 If a project is suspended or delayed by the Client for more than ten (10) working days, Veyron may (i) invoice services already rendered, (ii) charge demonstrably reserved capacity, and (iii) revise the planning without guarantee of original deadlines.

10.4 Costs of external partners or suppliers already incurred before cancellation or modification are always charged to the Client.

11. Use of AI systems and automation

11.1 Veyron may use AI systems and automation tools to support document creation, analysis, validation, automation, code suggestions and optimisations.

11.2 AI output is, where reasonably appropriate, subject to human review. AI output does not constitute formal advice or a guarantee, unless Veyron confirms this in writing as binding advice within the agreed scope.

11.3 The Client remains responsible for the interpretation, decisions and application of output or recommendations, including AI-assisted output.

11.4 The Client shall not provide prohibited input as described in article 12.10 and shall not enter confidential information into external AI systems, unless agreed in writing and subject to appropriate security measures.

11.5 If an assignment (potentially) qualifies as a high-risk AI system or another category with increased obligations under applicable EU regulations, the parties will set out in writing the role allocation, responsibilities, documentation obligations and mitigating measures in the quotation, an AI annex or the High-Risk Addendum.

12. Data processing, GDPR, security and continuity

12.1 Veyron only processes personal data necessary for the execution of the Agreement and always in accordance with the GDPR.

12.2 Depending on the assignment, the Client acts as controller and Veyron as processor, unless otherwise agreed in writing.

12.3 When Veyron acts as processor, the parties conclude a DPA/Data Processing Agreement pursuant to Article 28 GDPR (as an annex or separate document) before the start of processing, with at least the legally required content. In case of conflict, the DPA prevails with regard to data protection.

12.4 Subject to strictly necessary preparatory actions (such as advice, scoping or non-productive testing without personal data), Veyron does not commence processing as a processor before the DPA is in force. If the Client nevertheless requests processing to commence before signature, Veyron may refuse or suspend processing until the DPA is in force.

12.5 Veyron may engage sub-processors. An up-to-date list of sub-processors is available upon request, and sub-processors are contractually bound by appropriate data protection obligations, in accordance with the DPA.

12.6 If personal data is processed outside the EEA, appropriate safeguards are applied, including Standard Contractual Clauses (SCCs) where required.

12.7 Veyron applies appropriate technical and organisational measures in accordance with Article 32 GDPR, including access management and MFA, logging where appropriate, role-based access and secure processing environments.

12.8 In case of a personal data breach, Veyron will inform the Client without delay and, where reasonably possible, no later than seventy-two (72) hours after becoming aware, unless the DPA provides for stricter deadlines.

12.9 Audit and compliance: Upon reasonable written request, Veyron can provide appropriate information about its security measures and sub-processors, subject to confidentiality, security requirements and the arrangements in the DPA.

12.10 Prohibited input: The Client shall not provide via forms, uploads or other channels (i) special categories of personal data (art. 9 GDPR), (ii) passwords or access credentials, (iii) financial files or bank details outside scope, (iv) confidential files outside scope, or (v) third-party data without legal basis, unless agreed in writing.

12.11 Backups and recovery (basic): If Veyron manages an environment in which Client Data is stored or processed, Veyron aims — in the absence of a different SLA/Service Description — for (i) at least daily backups, (ii) a retention of at least fourteen (14) days, and (iii) reasonable recovery times on a "best effort" basis. These targets are not an obligation of result.

12.12 The Client remains responsible for its own backups of source data and data outside the environment managed by Veyron, unless otherwise agreed in writing.

12.13 NIS2 / supply-chain security (where relevant): If (i) the Client qualifies as an "essential" or "important" entity or otherwise falls under NIS2 or similar security regulations, or (ii) the service provision (also) supports business-critical systems or processes, the parties will, at the Client's request or when reasonably required by the scope, set out additional arrangements in an SLA/Service Description and/or Security Annex. These additional arrangements may include (a) minimum security measures and reference standards, (b) incident notification flows (including contact points and deadlines in accordance with applicable legislation and/or the Client's compliance obligations), (c) audit and information provision mechanisms within reasonable limits, and (d) flow-down obligations to subcontractors and sub-processors. Veyron will, taking into account confidentiality and security, reasonably cooperate in providing the information the Client needs to meet its obligations, insofar as that information is available and does not constitute a disproportionate burden.

13. Client's responsibility for provided data and indemnification

13.1 The Client warrants the lawfulness, accuracy and suitability of all data, content and input provided by it.

13.2 The Client indemnifies Veyron against third-party claims to the extent ("to the extent") those claims are a direct result of unlawful or erroneous input from the Client. The indemnification covers reasonable defence costs and damages imposed by final decision or settled amicably, provided Veyron informs the Client in a timely manner and the Client is given the opportunity to reasonably co-direct the defence.

13.3 This indemnification does not apply to damage that (i) is wholly or partly the result of inadequate security measures, incorrect processing, or non-compliance with legal obligations by Veyron, or (ii) results from Veyron's instructions that the Client could not reasonably have recognised as unlawful or unsuitable.

14. Intellectual property, usage rights and moral rights

14.1 Veyron Background IP remains the exclusive intellectual property of Veyron, unless otherwise agreed in writing.

14.2 The Client retains all rights to Client Materials and Client Data.

14.3 For client-specific Deliverables (such as client-specific configurations, flows/automations, reports, content, documentation and custom code), the Client obtains, upon full payment of the relevant invoices, a non-exclusive, worldwide, royalty-free and irrevocable licence to use, reproduce, modify, translate, integrate and externally exploit these Deliverables in the context of its professional activities. This licence also includes: (i) use by affiliated companies of the Client; (ii) use by the Client's external service providers solely for the benefit of the Client; and (iii) the right to deliver or have client-specific Deliverables used by the Client's end customers, insofar as this results from the normal commercial use of the Deliverables. For software or code delivered, the licence applies to the object code and, if explicitly delivered, to the source code.

14.4 The licence on client-specific Deliverables does not include the right to sell, licence or publicly disclose Veyron Background IP as such beyond what is necessary for the normal use of the client-specific Deliverable.

14.5 In case of non-payment, Veyron may suspend the right of use on client-specific Deliverables not yet fully paid after written notice of default and the expiry of a remedy period of fifteen (15) calendar days. Veyron will, where reasonably possible, first apply less intrusive measures (e.g. suspension of support/updates) before restricting usage rights, taking into account operational dependency.

14.6 Client-specific Deliverables already paid for remain available for use in accordance with article 14.3.

14.7 IP rights of freelancers working on behalf of Veyron are contractually arranged such that execution and delivery to the Client remains possible without the Client acquiring rights against those freelancers.

14.8 Moral rights: to the extent legally permissible, authors/performers who contribute to Deliverables on behalf of Veyron undertake to exercise their moral rights in a manner that does not hinder the normal use, modification, translation and integration of the Deliverables by the Client, without prejudice to the right to attribution where this is reasonable.

15. Confidentiality, notification obligation and remedies

15.1 Both parties undertake to keep strictly confidential all confidential information received during the collaboration and to use it exclusively for the execution of the Agreement.

15.2 The confidentiality obligation does not apply to information that (i) was publicly available without breach, (ii) was lawfully obtained from a third party without confidentiality obligation, (iii) was independently developed, or (iv) must be shared based on a legal obligation or court order, whereby the other party is informed in advance if possible.

15.3 The parties may only share confidential information with employees, freelancers or sub-processors who strictly need it and who are bound by equivalent confidentiality obligations.

15.4 In case of a material (suspected) breach of confidentiality, the party involved shall inform the other party without delay and reasonably cooperate in mitigating measures.

15.5 The confidentiality obligation applies during the collaboration and for three (3) years thereafter. For trade secrets, it applies indefinitely.

16. Liability (caps, risk types and IP indemnification)

16.1 Veyron commits to an obligation of means and does not guarantee a specific result, nor that Deliverables or (AI) output are error-free or lead to a particular economic or operational result.

16.2 Subject to mandatory law and the exceptions of article 16.11, the total contractual and extra-contractual liability of Veyron is limited to the amount of fees paid by the Client for the relevant assignment in the twelve (12) months preceding the damage-causing event ("General Cap"), with an absolute maximum ("Absolute Cap") as stated in the special conditions or quotation. If no Absolute Cap has been agreed, the standard Absolute Cap is: fifty thousand euro (EUR 50,000). The applicable limit is the lower amount of (i) the General Cap and (ii) the Absolute Cap.

16.3 For assignments with operational dependency (such as hosting, software, automation and AI applications), the parties may agree a separate liability cap, higher Absolute Cap and/or additional sub-caps in the special conditions or the High-Risk Addendum.

16.4 Specific sub-caps per risk type (unless otherwise agreed in special conditions or the High-Risk Addendum): (a) Personal data incidents: up to a maximum of twice (2x) the fees paid for the relevant assignment in the twelve (12) months preceding the damage-causing event, insofar as demonstrably caused by Veyron; (b) Third-party IP claims concerning client-specific Deliverables: up to a maximum of twice (2x) the fees paid for the relevant assignment in the twelve (12) months preceding the damage-causing event; (c) Direct repair costs: reasonable, demonstrable and direct costs for repairing or rebuilding data, configurations, automations or integrations affected by an attributable error of Veyron are considered direct damage, within the General Cap/Absolute Cap; (d) Physical damage: to the extent legally permitted, liability for damage to physical integrity remains subject to mandatory law and falls under article 16.11.

16.5 Veyron is not liable for indirect damage (loss of profit, loss of revenue, loss of opportunities, reputational damage and consequential damage). This exclusion does not apply to the direct repair costs referred to in article 16.4(c), nor to damage that cannot be excluded under mandatory law.

16.6 Veyron is not liable for damage resulting from the Client's decisions based on advice, analyses or AI output, nor for damage caused by third parties or sub-processors, except in case of a demonstrable error in the selection, instruction or contractual management of those third parties.

16.7 When Third Party platforms structurally form part of the service provision, Veyron will inform the Client of material incidents or prolonged downtime as soon as it becomes aware and, where reasonably possible, cooperate in mitigating measures (e.g. workarounds or alternatives).

16.8 For outages, data loss or performance issues exclusively attributable to Third Party platforms outside Veyron's reasonable control, article 17 (Force Majeure) may apply.

16.9 IP indemnification (limited scope): Veyron will defend and indemnify the Client against third-party claims alleging that a client-specific Deliverable provided by Veyron infringes intellectual property rights, provided that (i) the Client promptly notifies Veyron in writing, (ii) Veyron reasonably obtains control over the defence and any settlement, and (iii) the Client reasonably cooperates. This indemnification does not apply to claims arising from (a) materials or instructions provided by the Client, (b) combinations with systems not provided by Veyron, (c) modifications by the Client or third parties, or (d) use outside the agreed scope. If a client-specific Deliverable (or part thereof) is allegedly infringing, Veyron may, at its sole discretion and at its own expense: (1) obtain the right to allow continued use; (2) modify the Deliverable so that it no longer infringes without material loss of functionality; or (3) replace the Deliverable with a functionally equivalent solution. If none of these remedies is reasonably feasible, Veyron may terminate the infringing part with reimbursement of the pro rata portion of the fees paid by the Client for the infringing part, after which the Client ceases use thereof.

16.10 The parties acknowledge that special conditions are not intended to create deviations that create a manifest imbalance within the meaning of articles VI.91/3 to VI.91/6 of the Belgian Code of Economic Law. If special conditions nevertheless lead to interpretation disputes, they shall be interpreted in conjunction with article 22 (contractual balance).

16.11 Nothing in this Agreement excludes or limits Veyron's liability for intentional misconduct or fraud, gross negligence, or liability that cannot be excluded under mandatory law.

16.12 The liability limitations in this article expressly apply to both contractual and extra-contractual claims (Book 6 Belgian Civil Code), to the extent legally permitted.

17. Force majeure

17.1 Force majeure means any exceptional circumstance beyond the reasonable control of the party concerned that wholly or partially prevents, delays or makes impossible the execution of the Agreement, and that could not reasonably have been foreseen or avoided.

17.2 Disruptions at cloud, AI or hosting services of Third Parties can only qualify as force majeure if (i) they are beyond the reasonable control of the party concerned, (ii) they are not the result of an attributable error in the configuration, monitoring or instructions of Veyron, and (iii) the party concerned provides reasonable mitigation efforts.

17.3 Temporary unavailability due to the absence of key personnel only qualifies as force majeure when it concerns exceptional and objectively unforeseeable circumstances (e.g. sudden serious illness) and Veyron, despite reasonable efforts, cannot provide an equivalent replacement within a reasonable period.

17.4 In case of force majeure, obligations are temporarily suspended without right to compensation. Deadlines are extended by the duration of the force majeure, plus a reasonable recovery time.

17.5 If the force majeure continues for more than thirty (30) days, either party may terminate the Agreement in writing without compensation, with invoicing of services already rendered and costs incurred.

18. Termination and notice (balance and indefinite duration)

18.1 Either party may terminate the Agreement in writing in accordance with this article.

18.2 Project/fixed-term agreements: unless otherwise agreed in special conditions, a project or fixed-term agreement can only be terminated without fault by mutual agreement, or by the terminating party in compliance with article 18.3 and the financial settlement of article 18.4.

18.3 Termination without fault for project/fixed-term: the terminating party gives prior written notice of at least thirty (30) calendar days, unless the special conditions specify a different period. The parties cooperate loyally during the notice period to limit damage and disruption.

18.4 Financial settlement upon termination without fault (project/fixed-term): the terminating party remains obligated to pay (i) all services already rendered, (ii) demonstrably incurred and reasonable costs, and (iii) demonstrably reserved capacity that can no longer reasonably be deployed, up to a maximum of four (4) weeks. If Veyron terminates without fault, it will additionally provide, at no additional cost, up to ten (10) hours of reasonable transfer and exit support (remote), and will not claim any additional termination fee beyond the items in this article.

18.5 Termination for breach: only possible after prior written notice of default and the expiry of a remedy period of at least fifteen (15) calendar days, except in urgent cases.

18.6 Delivery upon termination: upon termination, Veyron makes available, insofar as available, (i) all client-specific Deliverables already paid by the Client (latest available stable version), (ii) reasonable project documentation (manuals, technical notes, transfer information) where available, and (iii) a reasonable inventory of Third Party platforms used insofar as relevant for continuity.

18.7 Agreements of indefinite duration: for framework agreements or services of indefinite duration, either party may terminate with a written notice period of two (2) months, unless a different reasonable period has been expressly agreed in writing. During the notice period, the parties continue to fulfil their obligations and article 19 (exit) applies for an orderly transfer.

18.8 In case of serious contractual breach that is not remedied within the remedy period, or in case of insolvency, manifest inability to pay or cessation of activities, the non-breaching party may terminate the Agreement with immediate effect, to the extent legally permitted.

19. Exit, access, data export and cooperation

19.1 Upon termination, access to digital environments or shared work environments may be restricted or closed insofar as this is strictly necessary for the protection of systems, data protection or intellectual property, taking into account the Client's rights to paid Deliverables and the Client's continuity needs.

19.2 Veyron will, where reasonably possible, take a proportionate measure (e.g. restriction of administrative rights or write access) before proceeding to full closure.

19.3 Upon written request, Veyron deletes or returns personal data and confidential data, subject to legal retention periods and necessary backups or logs maintained in accordance with GDPR.

19.4 Data export and retrieval (basic): if the Client requests an export of Client Data located in an environment managed by Veyron upon termination or in case of a material incident, Veyron will reasonably cooperate in an export in common formats (such as CSV, JSON or native platform exports).

19.5 Unless otherwise specified in an SLA/Service Description, Veyron aims for an initial export within ten (10) working days after a complete request. The Client provides the necessary cooperation (access, data scope, chosen format and destination).

19.6 Cost principle: data export and transfer are included insofar as they reasonably remain limited to standard platform functions. Non-standard export, mapping, migration, scripting or extensive transfer assistance may be invoiced as additional work at the applicable rate.

19.7 Upon request from the Client, Veyron may provide reasonable exit support (Q&A, limited troubleshooting, knowledge transfer) during a transition period of up to thirty (30) days, as additional work unless otherwise agreed.

20. Open source, third-party licences and pass-through terms

20.1 The solutions provided by Veyron may contain third-party components or open-source software. The respective licence terms apply to such components.

20.2 Where relevant, Veyron will, upon request, reasonably indicate which licence terms apply to material forming an integral part of the delivered solution.

20.3 Pass-through: if the service provision requires the use of Third Party platforms or software, the Client acknowledges that (i) use is subject to the terms, quotas and fair-use rules of the relevant Third Party, (ii) the Client complies with those terms insofar as they apply to it, and (iii) changes in prices, quotas or terms by Third Parties, or discontinuation of functionality by Third Parties, may be beyond Veyron's reasonable control. In case such changes materially affect execution, the parties will handle a Change Request pursuant to article 5. If the parties do not reach agreement on a reasonable adjustment, either party may terminate the affected part of the service provision without fault, with pro rata settlement of prepaid but undelivered services, without prejudice to payment of services already rendered and costs incurred.

21. Amendments to the general terms and conditions

21.1 Amendments do not affect agreements already concluded, ongoing assignments, or framework agreements with a fixed term, unless the parties expressly and in writing agree otherwise.

21.2 For new quotations, projects and collaborations, the version communicated or made available at the time of acceptance by the Client applies.

22. Contractual balance, interpretation and severability

22.1 The parties confirm that this Agreement is not intended to create a manifest imbalance within the meaning of articles VI.91/3 to VI.91/6 of the Belgian Code of Economic Law (B2B unfair terms).

22.2 Nothing in this Agreement is intended to create a provision that conflicts with these legal rules. If applicable, the relevant provision shall, to the extent legally possible, be interpreted or reduced in a manner that preserves validity and contractual balance.

22.3 If a provision is capable of multiple interpretations, it shall be interpreted in a manner that safeguards contractual balance and its validity.

22.4 If a provision is declared wholly or partially invalid or unenforceable, the remaining provisions remain in full force. The parties will replace the invalid provision with a valid provision that most closely approximates the economic purpose.

23. Escalation, applicable law and competent court

23.1 Disputes shall first be discussed at operational level before taking legal steps. If no solution is reached, escalation to management level follows.

23.2 The parties will reasonably attempt to resolve the dispute amicably and may consider mediation before litigating.

23.3 This Agreement is governed exclusively by Belgian law.

23.4 For all disputes arising from or related to this Agreement, the courts of the judicial district of Kortrijk have exclusive jurisdiction, unless the parties agree otherwise in writing.

24. Compliance, Veyron Talent, sectoral rules and other provisions

24.1 Compliance: the parties undertake to comply with applicable anti-corruption, anti-money laundering, sanctions and export control rules. If the Client requests Veyron to perform actions that would reasonably constitute a breach of such rules, Veyron may refuse or suspend execution in accordance with article 9.

24.2 Veyron Talent / subcontracting: Veyron may engage freelancers, experts and partner companies. Veyron remains responsible for direction and quality control within the agreed scope. Where reasonably possible, Veyron will make a replacement proposal within a reasonable period in case of absence of a key freelancer, taking into account availability and project phase.

24.3 If sectoral or specific B2B regulations apply to the collaboration (e.g. specific royal decrees with additional prohibited terms), this will be included in the special conditions. In case of conflict, the special conditions prevail.

24.4 Assignment: neither party may assign rights or obligations under the Agreement without the prior written consent of the other party. By way of derogation, Veyron may assign the Agreement to an affiliated company or in the context of restructuring, merger or transfer of business, provided (i) prior notification to the Client, and (ii) without material diminution of the guarantees or continuity of the service provision.

24.5 No waiver: failure by a party to exercise a right does not constitute a waiver of that right.

24.6 Notices: unless mandatory law or this Agreement requires otherwise, notices with legal effect (such as notices of default, notice, termination, suspension and formal disputes) are validly given (i) by email to the contact addresses designated by each party as notice address ("Notice Address") in the quotation, project agreement or special conditions, or (ii) by registered mail to the registered office/seat of each party as stated in the Agreement. If no Notice Address has been designated for a party, notices to that party are given exclusively by registered mail. An email notice is deemed received on the first working day after dispatch, unless the sender receives an automatic error message ("bounce") or the recipient demonstrably proves non-receipt. Notices by registered mail are deemed received on the third working day after deposit with bpost. For Veyron, the valid address for registered notices is: Hazegoedweg 40, 8800 Roeselare (Belgium).

24.7 For certain clients or sectors (including NIS2 contexts or high-risk AI use cases), Veyron may require additional documents (SLA, Security Annex, DPA, High-Risk Addendum) as a condition for commencement or continuation of execution. In case of conflict between these documents and these general terms and conditions, the priority rules of article 2.5 apply.