Terms and conditions

These terms apply to contracts between the Provider and any client, whether a professional or a consumer, subject to special provisions in a quote or signed contract.

A consumer is any natural person acting for purposes outside their professional activity. Clauses identified as B2B apply only to professional clients. No clause limits a consumer’s mandatory statutory rights.

The contract consists, as applicable, of the accepted quote, its specifications or annexes, any data-processing agreement and these terms in the version supplied before acceptance.

If documents conflict, subject to mandatory law, priority is: 1) the signed special contract; 2) the accepted quote; 3) annexes and specifications; 4) the data-processing agreement for personal-data matters; 5) these terms. A special provision prevails only for its own subject matter. Client terms apply only if expressly accepted in writing by the Provider.

Site information, preliminary discussions and planner briefs are not binding offers. Scope, deliverables, assumptions, exclusions, price and timetable are set out in a quote.

A quote remains valid for 14 calendar days from issue unless it states another period. The contract is formed when the quote is signed and the 33% deposit has been credited to the Provider’s account. Work begins only after effective receipt of that deposit and the information or access identified as essential in the quote.

For a distance contract with a consumer, the consumer generally has a statutory 14-day withdrawal period. Work begins before that period ends only at the consumer’s express request made on a durable medium. If the consumer withdraws after such commencement, they pay the proportion of the service already performed. The withdrawal right is lost after the service has been fully performed only following the express request and acknowledgment required by law.

When information, access, content or approval is missing, the Provider gives written notice. If a complete response is not received within 7 calendar days, the Provider may suspend dependent tasks and reasonably reschedule the project according to availability. Deadlines are extended by at least the duration of the blockage.

If client delay causes additional or repeated work, that work is performed only after written acceptance of a supplementary quote. Suspension does not deprive a consumer of mandatory rights, and the Provider reasonably limits the consequences of delay.

Unless the quote says otherwise, out-of-scope work and authorised expenses are excluded. A disputed invoice must be challenged with reasons within 14 calendar days of receipt. This period does not waive any mandatory consumer right. Any undisputed portion remains payable where applicable law permits.

A request changing deliverables, assumptions, volumes, integrations, data, security requirements or timing is assessed before work begins. The Provider states the effect on price and schedule.

Only Mathéo Simeoni may accept a change on the Provider’s behalf. Any change to scope, price or timing must be described in writing and accepted by a message sent from [email protected] or by a signed amendment. Oral instructions, a failure to reply or preparatory technical work do not constitute acceptance of an additional charge.

The quote states whether dates are fixed or estimated, the dependencies and approvals required. No timing displayed on the site or in an automated brief is contractual.

Each party informs the other within a reasonable time of a risk of delay and provides the information needed for replanning. Estimated dates are adjusted according to the duration and effect of dependencies; a fixed date may be changed only by mutual agreement or for a cause allowed by the contract or law. The Provider proposes a revised schedule and takes reasonable steps to limit delay. Mandatory consumer remedies for default or delay remain unchanged.

Deliverables and acceptance criteria are defined in the quote. The client checks each delivery and reports reproducible departures from the agreed criteria.

A staging version is made available for review before the final invoice. The client has 10 business days to provide a consolidated written list of reproducible departures from the agreed criteria. The Provider corrects confirmed non-conformities within a reasonable period appropriate to their severity. Minor issues that do not prevent the main use do not block acceptance and are corrected through the agreed follow-up. The final 34% must be credited before production deployment, transfer or definitive handover.

For a professional client only, production use or the absence of reservations after a written reminder and a further 5-business-day period constitutes acceptance. Deemed acceptance never deprives a consumer of the statutory conformity guarantee or another mandatory right.

Each party retains its pre-existing tools, methods, content, brands, software and know-how. Third-party and open-source components remain subject to their licences.

The Provider retains all intellectual-property rights in its creations, including source code, architectures, components, libraries, templates, designs, documentation, methods and know-how, including when developed for the project. No right is transferred implicitly.

After full payment, the client receives, for the statutory term of the rights and worldwide, a non-exclusive, non-transferable licence to use the delivered materials for its own activities and to have them maintained on its behalf. Unless the quote states otherwise, this licence does not permit resale, standalone distribution, or extraction or reuse of Provider materials for another product. Source code is handed over only if expressly stated in the quote.

The client retains ownership of its content, data, brands and domain names and grants the Provider only the rights strictly necessary to perform the contract. Third-party and open-source components remain governed by their licences, which may grant the client additional rights.

Development and intellectual services are performed directly by the Provider unless professional subcontracting is expressly identified in the quote or agreed in writing. Services needed for delivery or operation — including OVHcloud, DNS/CDN services, email providers, APIs, and AI model or service providers — are third-party technical providers where that reflects their role; using them does not mean that development is subcontracted to them.

The quote identifies main third-party providers and services, known recurring charges and accounts to create. Unless agreed otherwise, their terms, pricing, availability and changes are controlled by their providers.

The client’s domain name is registered in the client’s name or transferred to its account as soon as possible; the client retains ownership and is responsible for renewal. Hosting, SaaS and subscription accounts are created in the client’s name where the service permits. If a technical account must temporarily be administered by the Provider, transferable access is handed over after payment of amounts due. The Provider’s code repositories and internal tools remain under its control, subject to deliverables or access expressly promised.

The client bears the terms, licences and recurring costs of third parties identified in the quote. The Provider exercises reasonable care in selecting and configuring them but does not control their prices, outages or unilateral changes. Migration, account transfer or replacement work outside the agreed handover is available only by quote. Mandatory consumer rights remain applicable.

Each party complies with its data-protection obligations. Controller, joint-controller or processor roles are determined for each processing activity and are not presumed.

If the Provider processes data for the client, an Article 28 GDPR agreement must be signed first. In this separate context, a technical provider may be a processor or sub-processor within the meaning of the GDPR. Depending on the project, these may include OVHcloud (France), Contabo, Cloudflare (global network, DNS/CDN/WAF), Resend (United States, Standard Contractual Clauses and the transatlantic Data Privacy Framework), and Proton AG for email (Switzerland, Germany or Norway). The quote or data-processing agreement identifies the services actually used and covers measures, assistance, breaches, audits, return and deletion.

Security, backup, recovery, availability and notification requirements beyond the minimum protection for managed hosting are those in the quote or security annex. The client remains responsible for the legality, quality and minimisation of data it supplies.

The quote identifies providers, models, transmitted data, processing locations, safeguards and human responsibilities. The client must not submit data, content or instructions it is not authorised to use.

AI outputs may be inaccurate or unsuitable and require human review before use. They are not legal, financial, medical or other regulated advice unless a specifically authorised professional has agreed otherwise.

Only data necessary for the agreed purpose is sent to an AI provider. Training use, retention and processing location follow the quote and, where relevant, the data-processing agreement, with an identified legal basis and appropriate safeguards. Client data is not authorised for general model training without the client’s written, lawful instruction or the data subject’s express consent where required.

The client keeps meaningful human oversight of decisions and uses outputs only after appropriate review. The service must not be used for illegal, discriminatory or misleading purposes, to infringe fundamental rights, or for a regulated high-risk use without the required prior assessment and safeguards. Intellectual-property rights follow section 9 and the applicable third-party model terms.

Each party protects information identified as confidential or reasonably understood to be confidential and uses it only for the contract.

Confidential information excludes information lawfully public without breach, already lawfully known, independently developed, or lawfully received from a third party. Each party limits access to itself, its authorised personnel, advisers, any professional subcontractors and technical providers who need to know and are bound by an appropriate duty of confidentiality.

Each party applies at least the care used for its own sensitive information and, in all cases, reasonable care. The duty lasts during the contract and for five years after it ends; it continues without a fixed limit for a trade secret while the information retains that character. Legally required disclosure is limited to what is necessary and, where permitted, follows advance notice to the other party.

Maintenance, support, updates, monitoring and service levels are included only when stated in the quote or a separate contract, except for the minimum backup protection included with managed hosting under section 15. The quote defines the hours, target times, exclusions, term, renewal and termination of those services.

When managed hosting is included in the quote or order form, its initial term is 12 months from activation. The applicable price, included items and payment terms are exclusively those in the quote or order form. The agreed price remains unchanged during that initial term unless the parties agree to a change or mandatory law requires one.

B2B — At the end of the initial term, hosting renews automatically for successive 12-month periods unless either party gives written notice at least 30 calendar days before the expiry date. If a professional client terminates early, without Provider fault, during the initial 12-month term, services already supplied remain payable and compensation equal to 50% of the remaining monthly charges is due. This compensation is intended to cover, among other things, committed costs, reserved capacity and loss caused by early termination, within the limits permitted by applicable law.

B2C — Automatic renewal applies only if validly included in the particular contract, shown in bold in a separate box on the front of its first page, and accompanied by the statutory information about its consequences, the deadline and the method for opting out. After the first automatic renewal, the consumer may terminate at any time without compensation by giving two months’ notice. The 50% B2B compensation is not applied automatically to consumers, and their mandatory rights, including any applicable withdrawal right, remain unaffected.

For a new contract period, the price may be revised to reflect, in particular, changes to OVHcloud or other supplier prices, third-party licences and services, infrastructure costs and the general development of costs needed to provide the service. A new price never applies in the middle of a current fixed period. The client receives written notice sufficiently before it takes effect to opt out of renewal or terminate where applicable law permits.

Unless a quote or specific contract expressly states otherwise, no service-level agreement (SLA) or minimum availability rate is guaranteed. The Provider uses reasonable efforts to make the service available but does not guarantee 100%, 99.9% or any other stated availability, freedom from all interruption or a stated recovery time. Hosting depends in particular on technical providers such as OVHcloud, whose infrastructure and outages are not controlled by the Provider. This dependency does not exclude the Provider’s responsibility for its own faults where required by law or contract.

The Provider may interrupt the service to the extent reasonably necessary for maintenance, updates, security, migrations or urgent intervention. Where reasonably possible, it seeks to limit the duration and impact.

Minimum backup protection is included at no additional charge with managed-hosting offers. The Provider implements a reasonable backup procedure consistent with professional practices appropriate to the service. Frequency, retention and backed-up items depend on the offer and infrastructure used and are specified in the quote, its technical documentation or the applicable annex. A backup does not guarantee against all data loss. Additional levels of backup, retention, redundancy, restoration or disaster recovery may be offered for an additional charge.

The Provider performs the described services with the agreed professional care. Warranties concern compliance with contractual criteria and do not promise commercial results, traffic, revenue or unchanged operation of third-party services.

For a professional client and ordinary loss, the Provider’s aggregate liability is limited: a) for a one-off service or project, to the amount excluding VAT actually paid for that service or project during the twelve months preceding the event giving rise to liability; b) for a recurring service, including hosting, to the amounts excluding VAT actually paid for the service concerned during the twelve months preceding that event. Indirect loss, including loss of profit, opportunity, customers or anticipated savings, is compensable only where required by law.

For a professional client, aggregate liability arising from a breach of confidentiality or a third party’s intellectual-property rights is capped at €250,000 per claim and, in total, per twelve-month period. No cap applies to intentional or gross fault, loss of life or personal injury, or where mandatory law prohibits limiting liability.

For a consumer, statutory conformity guarantees and all mandatory remedies remain fully applicable. No particular insurance obligation is promised beyond one expressly stated in the quote.

For a material breach, the other party gives written formal notice and allows 15 calendar days to remedy it where a remedy is possible. Failing remedy, it may suspend its dependent obligations or terminate the contract. Immediate suspension is permitted where proportionate to a manifest security risk, illegal use or a payment default after the required reminders have expired.

The client may end the project in writing without Provider breach; the client then pays for work performed, committed milestones that cannot reasonably be cancelled, and unrecoverable third-party costs, without prejudice to the consumer withdrawal right. After payment, completed deliverables that are due are handed over in the agreed state.

Unless law or a different agreement requires otherwise, exportable data remains available for 30 days after termination and is then removed from active systems in line with backup retention. Payment, intellectual-property, confidentiality, liability and dispute provisions survive to the extent necessary.

A party prevented by an event meeting the applicable-law test promptly informs the other, limits reasonably avoidable effects and resumes performance when possible.

Force majeure is an unforeseeable event beyond the prevented party’s reasonable control whose effects cannot be avoided through reasonable measures. Affected obligations and related deadlines are suspended during the impediment, without cancelling payment due for services already performed. If the impediment lasts more than 60 calendar days, either party may terminate the unperformed part without compensation by written notice, subject to mandatory consumer rights.

The client’s name, brand, logo, project or results are published as a reference only with prior written permission identifying the permitted material and channels. Refusal does not affect the service.

If a term is invalid, the remainder continues to the extent permitted and the parties replace it with a lawful term best reflecting its purpose. Delay in exercising a right does not waive it.

Contract notices are sent to [email protected] and the address supplied by the client. Email is deemed received on the next business day unless a failure notice is returned; formal notices and terminations are sent on a durable medium that preserves evidence. The client promptly reports any contact-detail change.

Unless the quote states otherwise, the Provider performs development and intellectual services directly. If it exceptionally uses a qualified professional subcontractor, it remains responsible in accordance with the contract. Technical providers needed for the service remain distinct from that professional subcontracting, and processors within the meaning of the GDPR follow the applicable data-processing agreement. Assignment of the contract requires the other party’s written consent, except for a transfer of the business with preserved guarantees and prior notice. The version of the terms accepted with the quote governs the contract; a later version does not amend a current contract without both parties’ consent, except for a legally required change and only to the extent permitted.

The parties first try in good faith to resolve any dispute through a written complaint and an exchange between authorised people for 30 calendar days.

Belgian law governs the contract. For a professional client, the courts of the judicial district of Liège have jurisdiction, except where a mandatory rule or written mediation agreement applies. A consumer may bring proceedings before the courts competent under mandatory rules and retains the protections of the law of their place of residence where required.

After first making a complaint to MathDesigns, a consumer may request free out-of-court resolution from the Consumer Mediation Service, North Gate II, Boulevard du Roi Albert II 8 box 1, 1000 Brussels, [email protected], tel. 02 702 52 20. Mediation does not prevent court proceedings.