Terms & Conditions

These general terms and conditions apply to all offers and agreements that arise from this between Boostern Belgium BV (hereinafter “Boostern”), a private limited liability company, with registered office at Rue Charles Martel 8, 1000 Bruxelles, under the enterprise number of BE 0780 392 417 and its counterparties (hereinafter "Client").

These general terms and conditions describe the rules on the basis of which Boostern will provide services to the Client. They apply to all quotations, agreements, services and products, and contain important information about the rights and obligations of the Client.

The Client accepts these terms and conditions by placing an order with Boostern, approving a quote, or signing a digital agreement. These general terms and conditions always take precedence over the own general terms and conditions of the Client, unless it has been expressly agreed differently in writing.

The Privacy Policy of Boostern explains what personal information Boostern collects as a "data controller" and how Boostern uses and shares it to improve its services.

1. Quotation and acceptance

1.1. Boostern draws up a quotation in which Boostern indicates which activities (“Scope of Work”) Boostern offers to perform, what is included in the Scope of Work and what amount will be due for this. Only the description of the Scope of Work stated in the quotation is binding.

1.2. In general, the Scope of Work include providing remote support to employees of the Client, and everything related to it. Other activities are only carried out if this is stated in the quotation.

1.3. A quotation is entirely without obligation and valid until 30 days after dispatch, unless stated otherwise in the quotation. Boostern can never be obliged to accept an acceptance after this period, but if Boostern does so, the quotation will still be accepted.

1.4. The agreement is concluded at the time at which the notification regarding acceptance of the offer by the Client is received by Boostern. The Client must place an electronic signature for approval.

1.5. Changing the Services is only possible with the consent of both parties unless otherwise specified elsewhere in these terms and conditions.

1.6. Boostern will perform additional work requested at the usual hourly rate. If there is additional work, this will be indicated in advance.

1.7. If a proper execution of the Scope of Work requires this, Boostern has the right to have certain work performed by third parties. Boostern is and remains responsible for the Client, but reserves the right for itself and the third party to use the final result of the Service as a reference in its portfolio for promotional purposes, including a reference to the Client and its logo.

2. Performance of the Services

2.1. Once the agreement has been concluded, the activities indicated in the Scope of Work (“Services”) will be performed by Boostern as soon as possible in accordance with the offer, taking into account the Client's reasonable wishes.

2.2. The Client is obliged to do everything that is reasonably desirable and necessary to enable a correct and timely performance of the Services. In particular, the Client ensures that all data, which Boostern indicates is necessary or for which the Client should reasonably understand that they are necessary for the performance of the Services, is provided to Boostern in a timely manner.

2.3. The Client will give Boostern access to all places, services and accounts under its management (such as social media accounts, Content Management System, newsletter, hosting, domain and Google accounts) that Boostern reasonably needs to deliver the Services. In special cases, it can be agreed that the Client themselves will place the required data or makes adjustments to these services or accounts.

2.4. Boostern guarantees that the Services will be performed carefully, properly and as exhaustively as possible. If a proper performance of the Services requires this, Boostern has the right to have certain work performed by third parties. Boostern is and remains responsible for the Client, but reserves the right for itself and the third party to use the final result of the Service as a reference in its portfolio for promotional purposes, including a reference to the Client and its logo.

2.5. Boostern is entitled but never obliged, to investigate the accuracy, completeness or consistency of the source materials, requirements or specifications made available to them and, if any imperfections are found vis-à-vis Boostern or acts contrary to these general terms and conditions, Boostern has the right to unilaterally terminate the agreement, temporarily discontinue the Services, bill additional hours at the standard hourly rates, and /or to send a final invoice before all services have been provided.

2.7. Boostern will make every effort to respond as quickly as possible to a request from the Client, but cannot make commitments about times, unless otherwise agreed in the quote.

2.8 Every project at Boostern consists of hands-on hours (design, programming, digital marketing) and project management. By project management we mean planning and following up with the work, managing everyone who works on the project, all communication and meetings with the Client, processing feedback, strategic advice and quality control. Boostern’s quotes might take into account project management during the estimated timeframe of the agreement, plus 4 weeks. If the project takes longer than the planned timeframe beyond the responsibility of Boostern , all additional project management hours will be charged according to the standard hourly rate.

2.9. Boostern offers the possibility to integrate certain recurring services and products from specialized partners into the project of the Client, whereby these costs are passed on by Boostern on the basis of contracts that are automatically renewed annually. This simplifies, among other things, the registration and management of a website’s domain name, the hosting of a website, the integration of specific features in a website and the facilitation of digital marketing activities. Such agreements are automatically renewed for a new period of one year, unless the agreement is unambiguously terminated in writing at least one month before the expiry date. The registration and use of such products and services is also subject to the terms and conditions of this third party supplier. Boostern bears no liability in this regard. The Client is responsible for the content as well as the transfer of a website in the event of termination of such agreements. Any assistance Boostern provides is charged at the standard hourly rate.

2.10. Boostern offers the possibility to have a website maintained periodically and to offer support on the basis of a contract of indefinite duration. These contracts can always be canceled, provided that a notice period of three months is respected.

2.11. Boostern offers the possibility to assist with Google Ad Grants, PPC advertising, social media management, SEO, content marketing, email marketing, digital strategy & web analytics on the basis of recurring packages. Such agreements require an initial 3-month commitment and are automatically renewed for a month or a year, depending on the initial contract, and can be terminated with a 30 day notice period from the first renewal.

2.12. In case of ongoing consulting, the number of working hours will be limited in line with the amount established in the proposal/agreement and Boostern’s standard hourly rate.

3. Development of Services

3.1. If a Service extends to the making of Works, such as but not limited to the development, configuration and/or adaptation of Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, logos or house styles, SEO, SEM, social media marketing, social media advertising, digital strategy consulting, technical consulting, content marketing, email marketing, event promotion, web analytics, marketing copywriting (hereinafter: “Works”), the provisions of this article apply.

3.2. Boostern gives no guarantees with regard to functioning when using non-current or outdated operating systems, browsers, plugins, scripts, other software, and hardware unless and to the extent stated otherwise in the quotation.

3.3. Boostern is entitled but never obliged, to investigate the accuracy, completeness or consistency of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has resolved the relevant imperfections.

3.4. If a Service requires that the Client supplies source materials to Boostern, the Client guarantees at all times that they have all the licenses that are necessary for the provision and intended use by Boostern. The Client indemnifies Boostern of claims from third parties regarding violation of these rights.

3.5. Boostern has the right, unless otherwise agreed, to use images, software and components from third parties, including stock photos and open source software, in the development, configuration or adaptation of Works.

3.6. After delivery, the responsibility for correct compliance with the relevant third-party licenses when using the developed Works is borne by the Client. Boostern will adequately inform the Client about the applicable license conditions.

3.7. The Client indemnifies Boostern against claims from third parties concerning installation and licenses of the software, except to the extent that the claims are the result of information or licenses supplied by Boostern.

3.8. Boostern will make the Works available electronically in a suitable manner.

3.9. Boostern will make the source files (such as, but not limited to, PSD, AI, IND, HTML/CSS/JS code) of the delivered Works available to the Client.

3.10. Boostern will keep source files of the Works as long as Boostern provides Services for the Client, or it is plausible that Boostern will provide Services for the Client. Boostern is entitled to delete the source files after this period. If the Client only gives follow-up orders with regard to these Works after this period, Boostern is entitled to charge the costs for the redevelopment, repair or retrieval of these source files.

4. Delivery and Acceptance

4.1. Boostern will develop or adapt Works or deliver parts thereof if these meet the specifications or are suitable for use in their professional opinion.

4.2. The Client must evaluate and approve or reject the delivered goods within 14 days of delivery. If the Client does not reject the delivery within this period, the delivery is deemed to have been accepted.

4.3. If a Work is delivered in phases, the Client must approve or reject the part of the Work of that phase after completion of each phase in the manner as determined in the previous paragraph. The Client may not base an approval or rejection in a later phase on aspects that have been approved in an earlier phase.

4.4. If the Client fully or partially rejects the delivered goods, Boostern will endeavor to remove the reason for rejection as quickly as possible. Boostern can do this by revising the result or stating why the reason does not apply. The client will have a period of 14 days to approve or reject the revision or motivation.

4.5. If, after the first revision or motivation, the Client has fully or partially rejected the delivered item, a reasonable number of revision rounds will follow at the discretion of Boostern

4.6. If a party indicates that further revisions are no longer considered to be useful, both parties are entitled to cancel the agreement with regard to the rejected. In that case, the Client will pay for the hours worked by Boostern, with a maximum of the amount offered for the rejected offer. However, this does not entitle the Client to use the rejected in any way. Boostern can only cancel after they have indicated that a revision or motivation is the last one and the Client also fully or partially rejects it.

4.7. After acceptance of the delivered, any liability for defects in the delivered will lapse, unless Boostern knew or should have known the defect at the time of acceptance. In any case, any liability for defects in a Work will lapse after the expiration of one year after termination of the Agreement for any reason.

5. Intellectual property rights

5.1. Boostern may use open-source software or third-party components in the performance of its services. The rights to such third-party materials remain vested in their respective owners and are subject to their applicable licence terms. Boostern will inform the Client in advance if the use of such software imposes specific obligations on the Client, including any open-source distribution requirements.

5.2. All intellectual property rights, including but not limited to copyrights, design rights, database rights, and any other proprietary rights, in and to any software, platform, design, documentation, or other work product created or provided by Boostern (“the Work”) shall remain the exclusive property of Boostern, unless otherwise expressly agreed in writing.

5.3. Upon full payment of all fees due under the agreement, the Client is granted a perpetual, worldwide, non-exclusive, and non-transferable licence to use, modify, and deploy the Work for its internal purposes only.

5.4. The Client shall not sublicense, sell, lease, or otherwise distribute the Work or any part thereof to third parties without Boostern’s prior written consent.

5.5. Boostern retains the unrestricted right to reuse, relicense, or modify the Work or any components thereof (including code, frameworks, templates, modules, or design elements) for other projects, products, or commercial purposes.

5.6. Notwithstanding the above, the Client remains the sole owner of any proprietary content, data, trademarks, or materials supplied by the Client for use in connection with the Work. Boostern will continue to treat such materials as confidential in accordance with the confidentiality clause.

5.7. Boostern reserves the right for itself and its third party partner agencies to use the final result of projects as a reference in its portfolio for promotional purposes, including a reference to the Client and its logo.

5.8. The Client agrees to a permanent reference to Boostern as web designer at the bottom of the websites developed by Boostern (consisting of the clearly legible mention "designed by Boostern" with a reference to https://www.boostern.com/), which may not be removed without the permission of Boostern.

6. Installation and maintenance of Works

6.1. If third-party licenses are necessary for the use of Works, the Client will purchase these licenses and ensure that the provisions contained therein are strictly complied with. The Client indemnifies Boostern against claims from third parties concerning installation and licenses of the software, except to the extent that the claims are the result of information or licenses supplied by Boostern.

6.2. If maintenance has been agreed as a Service, Boostern will endeavor to correct errors in the Works and associated software. Boostern is however dependent on supplier(s) and third parties. In the case of new functionality or changes that could substantially change the functioning of the software, Boostern will consult with the Client about this in advance. Such maintenance is invoiced on an hourly basis unless otherwise agreed.

6.3. Boostern is, however, always entitled to refuse such a request if, in their opinion, this is not feasible or may hinder the proper functioning or availability of the software. Such maintenance is invoiced on an hourly basis unless otherwise agreed.

6.4. If the Client wishes to implement a change to a Work independently, this is entirely at the Client's own risk and responsibility, unless the Client has notified Boostern of the desired change in advance and we have approved it in writing. Boostern can attach conditions to this approval. In the event of changes that occur without approval, Boostern can refuse further maintenance on the changes or with a surcharge on the hourly rate.

7. Changes to the Services

7.1. All changes to the Services, either at the request of the Client or as a result of the fact that, due to circumstances, a different execution is necessary, will be regarded as additional work if additional costs are involved, and to the extent that this will entail fewer costs as less work. These are invoiced to the Client accordingly.

7.2. If Boostern has to perform more work than Boostern should have foreseen at the time of the quotation or has to work under more difficult circumstances than was known to them at the time of entering into the agreement, Boostern will be entitled to charge the resulting additional costs to the Client.

7.3. A condition for the right from the previous paragraph is that Boostern has informed the Client in good time about the circumstances and extra costs referred to therein. If the Client cannot agree with the additional costs involved, they have the right to cancel the part of the additional work that has not yet been carried out, but without the right to a refund or remission of the costs of additional work already carried out.

8. Prices and payment

8.1. All prices are in euros unless agreed otherwise with the Client.

8.2. A fixed price is agreed for a Work (or phase or part thereof). The Client is liable for 100% at the start of the work if the amount does not exceed €2,000 euros. For proposals with a price exceeding this amount, the Client is liable 50% at the start of the work and the remaining amount at the time that the Work (or phase or part) is accepted. Down payments for a Work (or phase or part) are due as soon as Boostern announces that the work will start

8.3. Boostern will send an electronic invoice to the Client for the amounts owed by the Client.

8.4. The payment term for invoices is 30 days after the date of the invoice unless a longer payment term is indicated on the invoice. If the Client does not pay on time, they will be legally in default from 30 days after the date of the invoice without notice of default being required. If an amount due is not paid within the payment period, the statutory interest will be due on the outstanding invoice amount.

8.5. If the Client believes that (part of) an invoice is incorrect, they must report this to Boostern within the payment term. The payment obligation of the disputed amount (but not the remaining amount) will be suspended until Boostern has investigated the report. If after investigation by Boostern it appears that the dispute was unjustified, the Client must still pay the disputed amount within 7 days.

8.6. In the event of late payment, in addition to the amount owed, the Client will owe default interest on the invoiced amount by operation of law and without notice of default, in accordance with the legal interest rate for late payment in commercial transactions. In addition, a flat-rate administrative fee of 10% of the amount due, with a minimum of EUR 200.00, will be charged for lateness. Additionally, the Client is obliged to fully compensate both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. In the absence of timely payment, Boostern has the right to suspend ongoing work or services until the amounts owed have been paid. If the invoice (plus any interest and negligence costs) has not been paid one week after the notice of default has been sent, Boostern has the right to cancel the products offered (including but not limited to the website, domain name, e-mail server) until the payment of the amount has been made.

8.7. The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a suspension of payment or if the Client's assets are seized in full, the Client dies and also if they are liquidated or dissolved.

8.8. Once every calendar year, Boostern is entitled to adjust the rates applied. Boostern will inform the Client of rate changes at least 2 (two) months in advance. In the event of a price increase, the client has the right to terminate the agreement, subject to a notice period of 1 (one) month.

8.9. The Client is obliged to pay the amounts arising from the agreement to Boostern. If the Client consists of several natural and/or legal persons, each of those persons is jointly and severally liable to comply with the payment obligations.

8.10. If proof must be provided with regard to the work performed and the amounts owed by the Client, all relevant documents and data from the systems and administration of Boostern provide complete proof, without prejudice to the Client's right to provide proof to the contrary.

9. Confidentiality

9.1. Parties will treat information they provide to each other before, during or after the execution of the agreement confidentially when this information is marked as confidential or when the receiving party knows or should know that the information was intended to be confidential. Parties also impose these obligations on their employees as well as on third parties engaged by them to execute the agreement.

9.2. Boostern may use the knowledge they have gained during the execution of the agreement for other assignments, insofar as no information from the Client becomes available to third parties in violation of confidentiality obligations.

9.3. The obligations under this article also continue to exist after termination of the agreement for any reason, and for as long as the party providing the information can reasonably claim the confidential nature of the information.

10. Liability

10.1. Boostern is only liable vis-à-vis the Client in the event of an attributable shortcoming in the fulfillment of the agreement and only for replacement compensation, that is, compensation for the value of the performance that has been omitted.

10.2. Any liability of Boostern for any other form of damage is excluded, which includes additional compensation in any form, compensation for indirect or consequential damages, damages due to lost turnover or profit, damages due to loss of data and damages due to overrun deadlines due to changed circumstances.

10.3. In the case of liability under the previous articles, Boostern is only obliged to pay the amount on the quotation.

10.4. The liability of Boostern due to attributable shortcoming in the fulfillment of the agreement arises only if the Client immediately and properly declares Boostern to be in default in writing, whereby a reasonable period is set for remedying the shortcoming, and Boostern can still be held accountable after that period for failing to fulfill its obligations. The notice of default must give an as detailed possible description of the relevant shortcomings so that Boostern is able to respond adequately. Due to the expiry period of twenty-four months after the claim for compensation has arisen, the Client's claim against Boostern lapses.

10.5. In the event of force majeure, which in any case means disruptions or failures of the internet, the telecommunications infrastructure, power failures, internal disturbances, mobilisation, war, blockage in transport, strike, exclusion, business disruptions, stagnation in supply, fire, flood, import and export restrictions and in the event that Boostern is not able to deliver due to its own suppliers, irrespective of the reason, and as a result of which compliance with the agreement cannot reasonably be expected of Boostern, the implementation of the agreement will be suspended, or the agreement be terminated when the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

10.6 The Client is solely responsible for the content on its new website. Boostern cannot be held liable for incorrect or incomplete information published on the website. The Client must ensure that it obtains all necessary permissions and rights to post any material on its website, including links to external websites. Boostern assumes no liability in connection with the content, dissemination or publications on the Client’s website. All copyrights, fees, expenses or fines in this regard are the Client’s responsibility. Information that the Client transmits over the Internet or posts on its website or social media channels, may be intercepted and stored by third parties. Boostern is not liable for damage caused by sending any confidential or secret information via these channels.

11. Duration and termination

11.1. An Agreement is entered into force for the period required for delivery of the Services. The Agreement can only be terminated in the meantime as stipulated in these general terms and conditions, or with the consent of both parties.

11.2. The Client may prematurely terminate a service aimed at developing or adapting Works against payment of a flat-rate cancellation fee for an amount equal to 25% of the total cost price quoted in the quotation or a lump-sum equal to the hours worked at the hourly rate applicable within Boostern, depending on the nature of the agreement.

11.3. If certain services are provided for an indefinite period of time (such as maintenance), the agreement for these Services is deemed to have been entered into for periods of one year or one month at a time after an initial commitment of 3 moths. Both parties can cancel the agreement in writing at the end of this period with a notice period of one month.

11.4. In the event of cancellation, termination or dissolution for any reason, Boostern is entitled to delete or make inaccessible all stored data and to close all the Client's accounts immediately after the date on which the agreement expires. Boostern is not obliged in that case to provide the Client with a copy of this data.

12. Changes to the agreement

12.1. After acceptance, an agreement may only be amended with mutual consent.

12.2. If the agreement is a continuing performance agreement, Boostern is entitled to unilaterally adjust or extend these general terms and conditions once per calendar year. To this end, they must notify the Client at least two months before the changes or extensions will take effect. However, changes to the terms and conditions can never put a specific agreement aside.

12.3. If the Client objects within this period, Boostern will consider whether or not they wish to withdraw the objectionable adjustments or extensions. Boostern will notify the Client of this decision. If Boostern does not wish to withdraw objectionable adjustments or extensions, the Client has the right to cancel the agreement as of the date that these will take effect.

12.4. Boostern may make changes to these general terms and conditions at any time if they are necessary due to changed legal regulations. The Client cannot object to such changes.

12.5. All changes in the performance of a Service, either at the request of the Client or as a result of the fact that, due to circumstances, another performance is necessary, are considered additional work when additional costs are involved and less work if this results in lower costs.

12.6. The Client understands that by changing the agreement and/or the occurrence of additional work the agreed or expected time of completion of all agreements made in the Agreement can be influenced.

13. Final provisions

13.1. Each agreement is to be governed by Belgian law. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of an agreement will be submitted to the competent Belgian court for the district in which Boostern is established.

13.2. If any provision from this agreement becomes void, it does not affect the validity of the entire agreement. In that case, the parties will determine (a) replacement provision(s), which will reflect, as far as legally possible, the intention of the original agreement.

13.3. In these conditions, “written” also includes email and registered mail, provided that the identity of the sender and the integrity of the content are sufficiently established.

13.4. The version of any communication received or stored by Boostern counts as authentic, subject to proof to the contrary to be supplied by the Client.

13.5. Each party is only entitled to transfer their rights and obligations under the agreement to a third party with the prior written consent of the other party. Contrary to this, Boostern is always entitled to transfer their rights and obligations under the agreement to a parent, subsidiary or sister company.