These general terms and conditions (the “Terms”) govern every engagement between Endare BV, with registered office at Ottergemsesteenweg-Zuid 808 B, 9000 Ghent, Belgium, registered with the Crossroads Bank for Enterprises under number 0845.561.272 (VAT BE 0845.561.272) (“Endare”), and its clients.
Endare builds, integrates, maintains and hosts custom software, including AI-driven applications, and provides the consultancy that goes with it.
Article 1. Definitions
In these Terms, the following capitalised terms have the meaning set out below:
“Agreement”: the contract between Endare and the Client, consisting of the accepted Quotation, these Terms and any annexes expressly referred to in the Quotation.
“Client”: any company, organisation or professional acting in the course of its trade or profession that engages Endare.
“Confidential Information”: any non-public information disclosed by one party to the other in connection with the Agreement, regardless of form, that is marked confidential or that a reasonable person would understand to be confidential.
“Deliverables”: the software, source code, designs, models, documentation and other work products that the Quotation identifies as deliverables for the Client.
“Quotation”: Endare's written offer (offerte) describing the scope, approach, planning, pricing model and fees for a specific project or service.
“Services”: all services Endare performs under a Quotation, such as software design and development, AI and systems integration, maintenance, support, hosting and consultancy.
“Background Materials”: the methods, frameworks, libraries, tooling, templates and know-how that Endare has developed or acquired independently of the Agreement, including generic components that are not specific to the Client.
Article 2. Applicability
2.1 These Terms apply to every Quotation, Agreement and Service, to the exclusion of the Client's own purchase or other terms, even where such terms are referred to in an order, e-mail or other document of the Client. Deviations are valid only if agreed in writing.
2.2 By accepting a Quotation, the Client confirms that it has received these Terms, has been able to review them and accepts them without reservation.
2.3 If a provision of the Quotation conflicts with these Terms, the Quotation prevails for that specific engagement.
Article 3. Quotations and Conclusion of the Agreement
3.1 Quotations are free of engagement until accepted. Unless the Quotation explicitly states a different validity period, it expires 30 calendar days after its date.
3.2 An Agreement comes into existence when the Client accepts the Quotation in writing (including by e-mail or electronic signature) or when Endare, at the Client's request, actually starts performing the Services described in it.
3.3 Every Quotation is prepared on the basis of the information the Client has made available. If that information proves incomplete or inaccurate, or if the Client's requirements change, Endare may adjust the price and planning or issue a revised Quotation.
3.4 Obvious material errors in a Quotation do not bind Endare.
Article 4. Performance of the Services
4.1 Endare performs the Services with the care and professionalism that may be expected of a specialised software firm. Unless the Quotation expressly provides otherwise, all obligations of Endare are best-efforts obligations (middelenverbintenissen).
4.2 Dates and timelines in a Quotation are made in good faith and are indicative. Endare keeps the Client regularly informed of progress and flags substantial risks or delays as soon as it becomes aware of them, where useful through interim development versions that the Client can review.
4.3 Endare writes source code according to good industry practice, structured and documented so that a competent third-party developer could take over its maintenance.
4.4 Endare may involve subcontractors or affiliated companies in the performance of the Services. Endare remains responsible towards the Client for the parts of the Services it subcontracts.
4.5 Deliverables are made available through a secure digital channel agreed between the parties.
Article 5. Use of Artificial Intelligence
5.1 AI tooling is an integral part of Endare's way of working. Endare uses AI tools in all phases of its development process, including analysis, design, code generation, testing, documentation and project support. By entering into the Agreement, the Client agrees to this use. A Client that does not want AI tools to be used for its project, or for specific parts of it, must state so expressly in writing at the latest when accepting the Quotation. The parties will then record the impact of that restriction on price, planning and approach in the Quotation.
5.2 The use of AI tools does not diminish Endare's responsibilities under the Agreement. Work produced with AI assistance is subject to the same professional standards, human review and quality controls as any other work of Endare, and articles on acceptance, warranty and liability apply to it in the same way.
5.3 Endare selects reputable AI services and configures them so that Confidential Information and personal data of the Client are handled in accordance with articles 11 and 12 and are not used to train generally available third-party models.
5.4 Usage-based costs of AI services that are attributable to the Client's project, such as model, API or token consumption, are charged to the Client in the manner set out in the Quotation, either included in the agreed rates or as a separate cost item based on actual consumption. Under a time and materials model, the fees thus cover both the time spent by Endare's team and the AI capacity consumed for the project. In the absence of a provision in the Quotation, Endare passes these costs on at cost.
Article 6. Obligations of the Client
6.1 The Client provides Endare in good time with all information, materials, decisions, access and qualified staff reasonably required for the Services, and guarantees that the materials it supplies do not infringe third-party rights.
6.2 If the Client fails to meet an obligation under this article, any resulting delay is not attributable to Endare, agreed timelines shift accordingly, and Endare may charge the additional costs it demonstrably incurs, including waiting time of reserved team members.
6.3 The Client is responsible for its own IT environment and for taking regular backups of its data, except to the extent a Quotation expressly entrusts this to Endare.
Article 7. Changes
7.1 Either party may propose changes to the scope of a Quotation. Endare assesses the impact on price and planning and confirms the change in writing before implementing it. Work outside the agreed scope is charged at the rates in the Quotation or, in the absence thereof, at Endare's standard rates then in force.
Article 8. Delivery and Acceptance
8.1 Where the Quotation provides for acceptance testing, the Client tests each delivered Deliverable against the acceptance criteria in the Quotation during the acceptance period stated there or, failing that, during 10 business days from delivery. Endare grants the Client a temporary, non-exclusive and non-transferable right to use the Deliverable for that purpose.
8.2 The Client notifies Endare in writing, within the acceptance period, of any substantiated non-conformities with the acceptance criteria. Endare remedies the reported non-conformities within a reasonable period and redelivers, after which a new test round starts.
8.3 A Deliverable is deemed accepted when the Client approves it in writing, when the acceptance period expires without a substantiated notice of non-conformity, or when the Client puts the Deliverable to productive use, whichever occurs first. Minor defects that do not materially prevent use do not justify withholding acceptance; Endare resolves them in a subsequent release.
8.4 If a Deliverable still fails to meet the acceptance criteria after three test rounds, the Client may choose between a further remediation round or a price reduction proportionate to the shortcoming. Where no acceptance procedure is agreed, a Deliverable is deemed accepted 10 business days after delivery unless the Client has objected in writing and with reasons.
Article 9. Fees, Invoicing and Payment
9.1 The Quotation states the pricing model: time and materials, a fixed price for a fixed scope, or the reservation of team capacity. Estimates under a time and materials model are indicative. All amounts are exclusive of VAT and of expenses agreed in the Quotation.
9.2 Unless the Quotation provides otherwise, Endare invoices monthly for work performed. For recurring Services, Endare may adjust its rates once per calendar year in line with wage cost evolution in the IT sector, giving at least one month's notice.
9.3 Invoices are payable within 30 calendar days of the invoice date. Any dispute about an invoice must be raised in writing, with reasons, within 15 calendar days of receipt; the undisputed part remains payable.
9.4 Amounts unpaid on the due date accrue, by operation of law and without prior notice of default, late payment interest at the rate set by the Act of 2 August 2002 on combating late payment in commercial transactions, plus a fixed compensation of 10% of the outstanding amount with a minimum of EUR 150, without prejudice to Endare's right to prove higher recovery costs.
9.5 If the Client remains in default after written notice, Endare may suspend the Services and withhold Deliverables until full payment, without being liable for the consequences of that suspension, and may make continued performance conditional on advance payment or other security.
Article 10. Intellectual Property
10.1 Upon full payment of all amounts due under the relevant Quotation, Endare assigns to the Client the intellectual property rights in the Deliverables developed specifically for the Client, to the extent those rights are transferable and the Quotation does not provide otherwise.
10.2 All rights in the Background Materials remain with Endare. To the extent Background Materials are incorporated in a Deliverable, Endare grants the Client a perpetual, worldwide, non-exclusive and non-transferable licence to use them as part of that Deliverable. Endare remains free to reuse its Background Materials, general know-how and experience for other clients.
10.3 Deliverables may contain open source components. Such components are governed by their own licence terms, which prevail over this article for those components. Endare selects them with care and informs the Client of copyleft licences that materially affect the Client's intended use.
10.4 Until full payment, the Client's use of the Deliverables is a revocable licence limited to internal testing and evaluation.
Article 11. Confidentiality
11.1 Each party uses the other party's Confidential Information solely for the performance of the Agreement, protects it with at least the care it applies to its own confidential information, and shares it only with staff, subcontractors and advisers who need it and who are bound by equivalent obligations.
11.2 These obligations do not apply to information that is or becomes publicly available without breach, was already lawfully known to the receiving party, was independently developed, or must be disclosed under law or a court or regulatory order. They remain in force for 3 years after the end of the Agreement.
Article 12. Data Protection
12.1 Each party complies with the applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR), for its own processing of personal data in connection with the Agreement.
12.2 Where Endare processes personal data on behalf of the Client, the parties enter into a data processing agreement that forms part of the Agreement, in which the Client acts as controller and Endare as processor.
Article 13. Warranty
13.1 During 90 calendar days after acceptance of a Deliverable, Endare remedies free of charge any reproducible defect that causes the Deliverable not to conform in a material way to the specifications in the Quotation, provided the defect is reported in writing without delay.
13.2 This warranty does not cover defects caused by modifications not made by Endare, use in an environment or manner not agreed, faulty Client data or third-party software, or causes external to the Deliverable. Support and maintenance beyond this warranty are provided only under a separate Quotation.
Article 14. Liability
14.1 Endare's total aggregate liability towards the Client, on any basis whatsoever, is limited per Quotation to the amounts the Client has actually paid under that Quotation or, for recurring Services, to the amounts paid for those Services during the 12 months preceding the event giving rise to liability.
14.2 Endare is not liable for indirect or consequential damage, including loss of profit or revenue, loss or corruption of data, loss of goodwill, business interruption or claims of third parties, nor for damage caused by materials, instructions or decisions supplied by the Client.
14.3 Nothing in these Terms limits liability for fraud or wilful misconduct, or for death or personal injury caused by a party's fault.
14.4 Any claim against Endare lapses if not brought before the competent court within 12 months after the Client became aware, or should reasonably have become aware, of the facts on which the claim is based.
Article 15. Force Majeure
15.1 Neither party is liable for a failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, such as power or network outages, failures of third-party services or platforms, cyber incidents despite appropriate security, illness of key personnel, fire, natural disasters, war, government measures or strikes. The affected party notifies the other without delay and limits the consequences where reasonably possible.
15.2 If the force majeure situation lasts longer than 60 calendar days, either party may terminate the affected Quotation in writing, without compensation being due. Work already performed is settled pro rata.
Article 16. Term, Suspension and Termination
16.1 Each Quotation runs for the term stated in it. These Terms continue to apply for as long as any Quotation is in force.
16.2 Either party may terminate a Quotation with immediate effect, by registered letter or against acknowledgement of receipt, if the other party commits a material breach and fails to remedy it within 14 calendar days of written notice describing the breach, or if the other party becomes insolvent, files for or is declared bankrupt, enters liquidation or ceases its activities.
16.3 Upon termination on whatever ground, the Client pays for all Services performed and costs incurred up to the end date. Provisions that by their nature are intended to survive, including articles 10, 11, 14 and 18, remain in force.
Article 17. Non-solicitation
17.1 During the Agreement and for 12 months after its end, the Client will not directly or indirectly recruit or engage employees or subcontractors of Endare who were involved in the Services, except with Endare's prior written consent. In case of breach, the Client owes Endare a lump sum equal to 6 months' gross remuneration of the person concerned, without prejudice to Endare's right to prove higher damage.
Article 18. Miscellaneous
18.1 The Client may not assign the Agreement or any rights under it without Endare's prior written consent.
18.2 If a provision of these Terms is held invalid or unenforceable, the remaining provisions stay in effect and the parties replace the invalid provision with a valid one that approximates its intent as closely as possible.
18.3 The Agreement contains the entire understanding between the parties on its subject matter and supersedes all prior proposals and communications. A failure to enforce a provision is not a waiver of it.
18.4 Unless the Client explicitly objects in writing, Endare may refer to the Client by name and logo, and describe the project in general terms, as a reference in its commercial communication, provided this is limited to information that is not part of an NDA.
18.5 Notices under the Agreement are given in writing to the addresses stated in the Quotation, e-mail being sufficient except where these Terms require a registered letter.
Article 19. Governing Law and Jurisdiction
19.1 The Agreement and these Terms are governed exclusively by Belgian law.
19.2 Any dispute that the parties cannot resolve amicably falls under the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.