Terms & Conditions of Sale
These Terms & Conditions of Sale govern services provided by Solentia Group (trading name: Solentia Agency), operating from Brussels, Belgium. They apply to all services offered (showcase/e-commerce websites, SEO, maintenance, graphic design, consulting).
Article 1 - Definitions
Solentia / the Agency - Solentia Group (trading name “Solentia Agency”), operating from Brussels.
Client - Any legal or natural person acting for professional purposes who has accepted a Solentia quote.
Services - Website creation/redesign, e-commerce, maintenance, SEO, graphic design, consulting.
Deliverables - Mock-ups, content, code, media, reports.
Order - Quote signed electronically or in writing, or a purchase order accepted in writing.
Article 2 - Purpose & scope
These T&Cs apply to any Service provided by Solentia. Acceptance of a quote implies full and unconditional acceptance of the T&Cs, to the exclusion of any Client document.
Article 3 - Contract process
- Brief & quote - the quote is based on the information provided by the Client.
- Validation - the Order becomes binding upon acceptance of the quote (signature or written approval).
- Timeline - an indicative schedule is shared. Deadlines depend on Client feedback and third parties.
Article 4 - Payment & “Satisfaction payment”
4.1 General terms
- Prices are stated inclusive of VAT, in euros.
- Invoicing as per quote (fixed-price - progress-based - subscription).
- Payment within 30 days from invoice date.
- Late payment - Belgian statutory late-payment interest plus a €40 flat recovery fee (business transactions).
4.2 “Satisfaction payment” (eligible showcase/e-commerce websites)
- No deposit - the Agency delivers a V1 compliant with the quote (structure, design, planned pages, SEO basics).
- The Client has 7 business days to provide feedback (up to 2 rounds included).
- After that:
- Validation - invoice issued (due in 30 days).
- No feedback within 7 days - deliverable deemed accepted and invoiced.
- Reasoned refusal - only if V1 does not meet the scope of the quote (objective gaps). Exclusions: change of taste, out-of-scope or late requests → change order.
- Go-live and transfer of rights (art. 8) occur after receipt of the outstanding balance.
Article 5 - Performance, validations and changes
- Mock-ups and interim deliverables are validated step by step.
- Any additional request (feature, page, language, content, integration, plugin, copywriting, photo/video, etc.) is subject to a supplementary quote and timeline adjustment.
- If the Client does not cooperate (content delays, missing validations > 15 days), Solentia may suspend the project and invoice the work carried out.
Article 6 - Service-specific obligations
6.1 Creation - Redesign - E-commerce
- Compatibility - latest stable versions of Chrome - Edge - Firefox - Safari at delivery time.
- Responsive layout, reasonable performance, basic SEO compliance (tags, structure, sitemap).
- Acceptance period - blocking defects fixed within 30 days after go-live. Evolutions or non-planned requests → quote.
6.2 Maintenance (annual or monthly plan)
- Includes - CMS/plugin updates, backups, security, basic monitoring, small fixes.
- Excludes - redesigns, new features, content, incidents due to third-party interventions, hosting, or unsupported plugins → quote.
- Indicative SLA - first response < 24 working hours, resolution depending on complexity.
6.3 SEO (organic search)
- Obligation of means - no guarantee of ranking - traffic - revenue.
- Scope - audit, prioritisation, technical/on-page optimisations, page creation, link building (depending on plan), reporting.
- Results depend on the market, history, content/link budget, competition and the site’s technical stack.
6.4 Hosting
- If provided/relayed by Solentia (e.g. OVH) - best efforts, without guarantee of uninterrupted service.
- Reasonable backups - absolute security cannot be guaranteed.
- Outages or losses attributable to the host or third parties - Solentia not liable.
Article 7 - Client obligations
- Provide briefs - content - access (hosting, domain, analytics, Search Console…) and validations on time.
- Ensure the lawfulness of content, data and processing (GDPR, third-party rights).
- Appoint a single decision-maker contact.
- For e-commerce, ensure legal compliance (T&Cs, GDPR, consumer information, VAT, payment methods…).
Article 8 - Intellectual property & licences
- Until full payment, Deliverables remain the property of Solentia.
- After receipt - non-exclusive, non-transferable licence to use the Deliverables as needed for the agreed domain/scope.
- Excluded from transfer - frameworks, modules, generic bricks, templates, third-party libraries (licences as per publisher), and Solentia’s methods/know-how.
- The Client warrants rights to all supplied elements (texts, trademarks, media).
Article 9 - References & communication
Unless the Client objects in writing, Solentia may cite the project’s name, logo and screenshots as a reference (website, brochures, social media, pitches).
Article 10 - Confidentiality & data
- Both Parties keep non-public information confidential.
- Solentia acts as a GDPR processor for entrusted data and applies proportionate measures. A DPA (data processing agreement) can be provided upon request.
Article 11 - Warranty, liability & force majeure
- Solentia uses professional means and best practices.
- If liability is incurred, it is limited to the VAT-inclusive amount paid by the Client over the last 12 months for the relevant contract.
- Exclusions - indirect losses (turnover, data, image), third-party acts, misuse, external interventions, fortuitous events - force majeure (large-scale cyberattack, carrier outage, disaster, etc.).
Article 12 - Termination / suspension
- In case of a material breach not remedied within 15 days after formal notice, either Party may terminate.
- Termination initiated by the Client without Solentia’s fault - payment for work performed + minimum 40% of the remaining quoted amount.
- If the Client enters insolvency proceedings - any evolution is payable 100% in advance.
Article 13 - Additional financial terms
- No discount for early payment.
- Invoice disputes - within 8 days of receipt, with written justification.
- In case of repeated delays, Solentia may suspend services (maintenance - hosting - access) after written notice.
Article 14 - Governing law & jurisdiction
These T&Cs are governed by Belgian law. Any dispute not settled amicably shall be submitted to the exclusive jurisdiction of the Brussels courts. (For contracts with Clients outside Belgium, governing law/jurisdiction may be adapted in the quote.)
