Terms & Conditions

Commercial name of the sole proprietorship Jimmy Brootcoorens — IT services
Losweg 12, 9500 Geraardsbergen, Belgium

Article 1 — Definitions

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

1.1. JBit: the commercial name under which the sole proprietorship of Jimmy Brootcoorens is operated, with registered office at Losweg 12, 9500 Geraardsbergen, Belgium, registered with the Crossroads Bank for Enterprises. Any reference to "JBit" in these Terms is a reference to Jimmy Brootcoorens as a natural person and sole owner of the sole proprietorship.

1.2. Client: any natural person or legal entity acting in the exercise of their profession or business who enters into or wishes to enter into an agreement with JBit.

1.3. Agreement: any agreement between JBit and the Client, including amendments and additions thereto, as well as all (legal) acts in preparation and execution of that agreement.

1.4. Services: all services provided by JBit to the Client, including but not limited to software development, web development, IT consultancy, technical advice, maintenance and support, as further described in the Agreement.

1.5. Business Days: Monday through Friday, excluding Belgian public holidays.

1.6. In Writing: by letter, email or any other electronic means of communication whose receipt can reasonably be established.

Article 2 — Applicability

2.1. These general terms and conditions ("Terms") apply to all offers, quotations, order confirmations and agreements between JBit and the Client, insofar as these Terms have not been expressly and in writing deviated from.

2.2. The applicability of any purchase or other conditions of the Client is expressly rejected.

2.3. Any deviations from these Terms are only valid if they have been expressly and in writing agreed upon between JBit and the Client. Such deviations apply exclusively to the specific agreement for which they have been agreed upon.

2.4. JBit exclusively provides services to businesses and liberal professions (B2B). These Terms do not apply to consumers within the meaning of Book VI of the Belgian Code of Economic Law.

Article 3 — Quotations and agreements

3.1. All quotations and offers from JBit are non-binding and valid for 30 calendar days from the date of issue, unless otherwise stated.

3.2. An agreement is concluded at the moment the Client accepts a quotation from JBit in writing, or at the moment JBit actually begins the execution of the assignment.

3.3. Additional or modified arrangements after the conclusion of the agreement (additional work) are only binding if confirmed in writing by JBit. JBit is entitled to charge additional costs for this.

Article 4 — Services and execution

4.1. JBit exclusively offers services and not goods. The specific services are determined in the Agreement.

4.2. All services of JBit are provided as a best-efforts obligation, unless a results obligation has been expressly and in writing agreed upon. JBit commits to performing the services with due care and according to professional standards, but does not guarantee any specific result.

4.3. JBit determines the manner in which the assignment is executed, unless expressly agreed otherwise. JBit has the right to organize the work at its own discretion.

4.4. Deadlines indicated by JBit for the execution of services are always indicative and do not constitute strict deadlines, unless expressly and in writing agreed otherwise. Exceeding an indicative deadline does not entitle the Client to damages or dissolution of the agreement.

Article 5 — Cooperation obligation of the Client

5.1. The Client is required to provide all information, data, materials and access necessary for the proper execution of the agreement in a timely manner and in the form desired by JBit.

5.2. The Client is responsible for the accuracy, completeness and reliability of the information and data provided to JBit, even if these originate from third parties.

5.3. If the Client fails to meet, meets late, or does not conform to the agreements regarding the cooperation obligation, JBit is entitled to suspend the execution of the agreement until the Client has fulfilled its obligations. Any delays and additional costs resulting from this are at the expense of the Client.

5.4. If the Client's cooperation is absent for more than 30 business days after a written notice, JBit is entitled to dissolve the agreement. In that case, all work already performed is immediately due and payable.

Article 6 — Delivery and acceptance

6.1. JBit delivers the agreed services or results to the Client in the manner as specified in the Agreement.

6.2. After delivery, the Client has a testing period of 14 business days to test the deliverables against the specifications agreed upon in writing in advance ("Acceptance Period"). If no specific specifications have been agreed upon, the Client tests whether the deliverables function in broad terms in accordance with the description in the Agreement.

6.3. If the Client discovers defects during the Acceptance Period, the Client shall report them in writing and in detail to JBit. JBit will endeavour to repair reported defects within a reasonable timeframe.

6.4. The deliverables are deemed accepted: (a) upon expiry of the Acceptance Period without the Client having reported defects in writing; (b) at the moment the Client puts the deliverables into production; or (c) upon written confirmation of acceptance by the Client — whichever event occurs first.

6.5. Minor defects that do not substantially impede functionality do not constitute grounds for refusal of acceptance. These will be remedied in consultation during a subsequent iteration or maintenance.

Article 7 — Payments

7.1. All prices are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.

7.2. The Client must pay JBit's invoices within 30 calendar days after the invoice date, unless a different payment term has been agreed in writing. Payment is made to the account number indicated by JBit.

7.3. In case of non-payment on the due date, the Client is automatically and without notice of default in default. From the due date, the Client owes late payment interest in accordance with the Belgian Act of 2 August 2002 concerning combating late payment in commercial transactions, being the reference interest rate of the European Central Bank increased by eight percentage points.

7.4. In case of non-payment on the due date, the Client is automatically and without notice of default liable for a fixed compensation of 10% of the unpaid invoice amount, with a minimum of €40.00, without prejudice to the right of JBit to claim higher compensation if the actual damage exceeds this amount.

7.5. All reasonable extrajudicial collection costs are at the expense of the Client.

7.6. JBit reserves the right to invoice intermediately for long-term assignments based on work already performed, or to request advance payments.

7.7. Complaints regarding invoices must be reported in writing within 14 calendar days after the invoice date. After this period, the invoice is deemed accepted.

Article 8 — Liability

8.1. The liability of JBit is limited to cases of intent or gross negligence.

8.2. The total liability of JBit is in all cases limited to the amount actually invoiced by JBit to the Client for the specific assignment from which the damage arose, over the period of 12 months preceding the damage-causing event, with an absolute maximum of €25,000.00. This limitation does not apply in cases of intent.

8.3. JBit is never liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, loss of data, damage due to business stagnation, reputational damage and damage due to missed assignments or contracts.

8.4. JBit is not liable for damage resulting from: (a) the use of incorrect or incomplete information provided by the Client; (b) non-compliance with advice or instructions from JBit by the Client; (c) acts or omissions of the Client or third parties engaged by the Client.

8.5. The Client indemnifies JBit against all claims from third parties related to the services provided by JBit or the use thereof by the Client.

8.6. Any claim for damages against JBit expires by operation of law if it has not been submitted in writing to JBit within 12 months after the damage-causing event.

Article 9 — Complaints

9.1. The Client must report complaints about the services provided in writing and in detail to JBit within 14 business days after discovery of the defect.

9.2. In any case, complaints must be submitted at the latest within 60 calendar days after delivery or completion of the relevant service. After this period, the deliverable is deemed accepted and the right to repair or compensation expires.

9.3. Filing a complaint does not suspend the payment obligation of the Client.

Article 10 — Intellectual property

10.1. All intellectual property rights to materials developed or made available by JBit, including software, source code, designs, documentation, frameworks, tools and reusable components, belong exclusively to JBit, unless otherwise agreed in writing.

10.2. After full payment of all amounts due, the Client obtains a non-exclusive, non-transferable and non-sublicensable right of use for the custom solutions specifically developed for the Client, exclusively for the purpose for which they were developed.

10.3. The right of use as referred to in Article 10.2 does not include the right to modify, decompile, reverse engineer, disclose, reproduce or make available to third parties the source code, unless otherwise agreed in writing.

10.4. JBit retains the right to use the knowledge and experience gained during the execution of the assignment, as well as generic components, frameworks and tools, for other purposes and assignments, provided that no confidential information of the Client is disclosed to third parties.

10.5. Insofar as the delivered solutions incorporate open-source software or third-party software, the license terms of the relevant third party apply. JBit informs the Client upon request about the open-source components used and the licenses applicable to them.

10.6. The Client guarantees that materials, data and content provided by the Client do not infringe on intellectual property rights of third parties and indemnifies JBit against all claims from third parties in this regard.

Article 11 — Confidentiality

11.1. Both parties commit to maintaining confidentiality of all confidential information received from the other party in the context of the Agreement. Information is considered confidential if this has been communicated by the disclosing party or if this follows from the nature of the information.

11.2. The confidentiality obligation does not apply to information that: (a) was already publicly known at the time of disclosure; (b) became publicly known after disclosure without the act of the receiving party; (c) was already in possession of the receiving party at the time of disclosure; (d) was received by the receiving party from a third party entitled to disclose such information; or (e) must be disclosed by virtue of a legal obligation, court order or order from a competent authority.

11.3. The confidentiality obligation remains in effect during the term of the Agreement and for a period of 2 years after its termination.

Article 12 — Data protection

12.1. Both parties commit to complying with the applicable legislation and regulations regarding the protection of personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and the Belgian Act of 30 July 2018 concerning the protection of natural persons with regard to the processing of personal data.

12.2. Insofar as JBit processes personal data on behalf of the Client in the context of the execution of the Agreement, JBit acts as a processor within the meaning of Article 4, paragraph 8 GDPR, and the Client acts as a data controller.

12.3. If JBit acts as a processor, the parties shall conclude a separate data processing agreement in accordance with Article 28 GDPR, in which at least the following is recorded: the subject and duration of the processing, the nature and purpose of the processing, the type of personal data, the categories of data subjects, the rights and obligations of the data controller, and the technical and organizational security measures.

12.4. JBit will inform the Client without delay, and in any case within 48 hours of discovery, about any data breach (breach relating to personal data) concerning the personal data processed on behalf of the Client.

12.5. JBit will not transfer personal data to a country outside the European Economic Area (EEA) without the prior written consent of the Client and without appropriate safeguards in accordance with Chapter V of the GDPR.

Article 13 — Force majeure

13.1. In the event of force majeure, JBit is entitled to suspend the execution of the Agreement, without the Client being able to claim any right to compensation.

13.2. Force majeure means any circumstance beyond the control of JBit that temporarily or permanently prevents the performance of the Agreement, including but not limited to: war, civil war, riots, terrorism, fire, flooding and other natural disasters, pandemics and epidemics, strikes and business occupations, failures or disruptions in telecommunications, internet or energy infrastructure, cyberattacks, government measures, sanctions and embargoes, and failures of JBit's suppliers.

13.3. If the force majeure situation lasts longer than 90 calendar days, both parties are entitled to dissolve the Agreement in writing, without any compensation being owed. Work already performed and costs incurred will in that case be settled proportionally.

Article 14 — Termination

14.1. The Agreement may be terminated by either party in writing with a notice period of at least 30 calendar days, unless otherwise agreed in writing.

14.2. Either party is entitled to dissolve the Agreement with immediate effect, without judicial intervention and without being liable for any compensation, if: (a) the other party, after a written notice of default with a reasonable remedy period of at least 14 business days, culpably fails to fulfill its essential obligations; (b) the other party is declared bankrupt, applies for a moratorium on payments, or is dissolved or liquidated.

14.3. In case of early termination by the Client, all work already performed by JBit and costs incurred are immediately due and payable. JBit invoices the work performed based on the agreed rates or, in the absence thereof, based on JBit's customary hourly rates.

14.4. After termination of the Agreement, for whatever reason, the parties will cooperate in an orderly transfer of ongoing work, data and materials. The costs of such a transfer are at the expense of the Client, unless the termination is due to a culpable failure on the part of JBit.

Article 15 — Subcontracting

15.1. JBit is entitled to engage third parties (freelancers, subcontractors, specialists) for the execution of the Agreement.

15.2. JBit remains responsible towards the Client for the performance of the Agreement, regardless of the engagement of third parties.

15.3. At the request of the Client, JBit informs the Client about the third parties involved in the execution of the assignment.

Article 16 — Price changes

16.1. JBit is entitled to annually index the agreed prices and rates based on the Belgian health index. JBit informs the Client at least 30 calendar days before the effective date of the price change.

16.2. If a price change exceeds 10%, the Client is entitled to terminate the Agreement in writing effective from the date on which the price change would take effect.

Article 17 — Amendment of the Terms

17.1. JBit reserves the right to amend these Terms. Amendments are communicated in writing to the Client at least 30 calendar days before their effective date.

17.2. If the Client does not agree with the amended Terms, the Client is entitled to terminate the Agreement in writing against the date on which the amendments would take effect. In the absence of a timely termination, the Client is deemed to have accepted the amendments.

Article 18 — Applicable law and disputes

18.1. All legal relationships between JBit and the Client are exclusively governed by Belgian law.

18.2. The parties shall first attempt to resolve disputes through mutual consultation. If this is not successful within 30 calendar days after written notification of the dispute, the courts of the judicial district of Oudenaarde have exclusive jurisdiction.

Article 19 — Final provisions

19.1. If one or more provisions of these Terms prove to be null or voidable, this does not affect the validity of the remaining provisions. The parties will consult to replace the null or voided provision with a valid provision that approximates the purpose and scope of the original provision as closely as possible.

19.2. The failure by JBit to exercise or enforce any right under these Terms does not constitute a waiver of that right and does not affect JBit's right to exercise that right at a later time.

19.3. These Terms take effect on 27 February 2026 and replace all previous versions.