1. Scope

These general terms apply to all quotes, proposals, agreements, deliveries and services of Black Ops Agency BV, with its registered office in 8790 Waregem, Belgium, company number BE 1031.686.357. Deviations from these terms are only valid where agreed in writing. By placing an order or entering into an agreement, the client accepts these terms.

2. Proposals and orders

2.1. Proposals from Black Ops are without obligation and valid for 30 days, unless stated otherwise.

2.2. An agreement is formed once the client confirms in writing, or as soon as Black Ops begins performing the services.

2.3. Prices stated in the proposal exclude VAT and additional costs such as transport, unless stated otherwise.

3. Prices and payment

3.1. All payments are due within 30 days of the invoice date, unless agreed otherwise.

3.2. In the event of late payment, default interest is due by operation of law and without notice of default, at the statutory interest rate for late payment in commercial transactions as set out in the Belgian Act of 2 August 2002, together with fixed compensation of 10% of the outstanding amount, with a minimum of 125 euro.

3.3. Black Ops reserves the right to suspend further deliveries until outstanding invoices have been paid in full.

4. Delivery and risk

4.1. Stated delivery times are indicative and not binding. Delay in delivery does not give rise to termination of the agreement or to compensation, unless agreed otherwise in writing.

4.2. Risk of loss or damage to goods passes to the client on delivery, including where Black Ops arranges shipment.

5. Retention of title

5.1. Delivered goods remain the property of Black Ops until the client has fully performed all obligations under the agreement, including payment of the invoice in full.

5.2. For as long as retention of title applies, the client may not sell, encumber or otherwise burden the goods without written permission from Black Ops.

6. Warranty and complaints

6.1. Black Ops warrants that the services and products delivered meet the specifications agreed in the proposal.

6.2. The client must report visible defects or shortcomings in writing within 8 days of delivery. Hidden defects must be reported within 8 days of discovery, and at the latest within 6 months of delivery.

6.3. Black Ops' liability for defects is limited to repair or replacement of the defective product or service.

7. Liability

7.1. Black Ops is liable only for direct damage resulting from gross negligence or wilful misconduct.

7.2. Black Ops is not liable for indirect damage such as consequential loss, loss of profit or loss of data. Liability is limited to the amount invoiced for the services in the 12 months preceding the incident.

7.3. In the event of force majeure, including natural disasters, pandemics, strikes or other events beyond the control of Black Ops, Black Ops is entitled to suspend or terminate performance of the agreement without owing any compensation.

8. Cancellation and termination

8.1. The client may cancel the assignment as long as work has not yet started, subject to compensation of 30% of the agreed price.

8.2. Where work has already started, compensation on cancellation is 50% of the agreed price.

8.3. Where Black Ops terminates the agreement without valid reason after work has started, Black Ops owes the client equivalent fixed compensation.

8.4. Black Ops reserves the right to terminate the agreement with immediate effect in the event of non-payment, bankruptcy or other serious contractual breach by the client.

9. Intellectual property rights

9.1. All intellectual property rights in materials developed by Black Ops, such as designs, code and documents, remain the property of Black Ops, unless agreed otherwise in writing.

9.2. On payment of all invoices in full, the client obtains a right of use over the developed materials, unless expressly stated otherwise. Black Ops retains the right to freely use its general knowledge, methodologies and techniques.

9.3. Black Ops may use the delivered work as a reference in its own portfolio and communications, unless the client objects in writing.

10. Third parties and software licences

10.1. Black Ops may use third party software or services to deliver certain services. The client accepts that the terms of those third parties apply to the agreement to the extent relevant.

10.2. Where third party software licences are involved in the services delivered, the client remains responsible for obtaining and maintaining the necessary licences.

11. Confidentiality

11.1. Both parties undertake to keep confidential all confidential information exchanged in the context of the agreement. This obligation survives termination of the agreement.

12. Non-solicitation

12.1. The client may not, directly or indirectly, recruit or engage employees or regular subcontractors of Black Ops, during the term of the agreement and for a period of 12 months after it ends, without written permission from Black Ops.

12.2. In the event of a breach, the client owes fixed compensation equal to six months of the gross remuneration of the person concerned.

13. Processing of personal data

13.1. Where Black Ops processes personal data on behalf of the client under the agreement, Black Ops acts as processor and the client as controller. The parties will enter into a separate data processing agreement for this purpose.

13.2. Our privacy policy explains how we handle personal data.

14. Governing law and jurisdiction

14.1. All agreements between Black Ops and the client are governed by Belgian law.

14.2. Disputes are submitted exclusively to the competent courts of the judicial district of West Flanders, Kortrijk division.

15. Language

15.1. These terms are available in Dutch and English. In the event of any discrepancy between the two versions, the Dutch version prevails.