Terms of Service

Last updated: 2 May 2026

These Terms of Service ("Terms") apply to the website, the public services and the software consultancy services provided by MVdW-Software, a sole proprietorship registered in Belgium (VAT BE 0729.544.225), Draaiersstraat 33, 9300 Aalst, Belgium ("MVdW-Software", "we", "us"). By using our website or services, or by engaging us for a project, you ("you", "the Client") agree to these Terms.

1. Scope and order of precedence

1.1. These Terms are the general baseline for everything we do. They apply unless something more specific has been agreed.

1.2. These Terms can be overruled. If you and MVdW-Software have signed or otherwise explicitly agreed to a more specific document, such as a master services agreement, statement of work, quotation or proposal, purchase order accepted by us in writing, non-disclosure agreement, data processing agreement, software licence or service level agreement (together "Specific Agreements"), the Specific Agreement prevails over these Terms for the matters it covers. Where Specific Agreements conflict with each other, the order of precedence stated in them applies. If they state none, the most specific and most recent one prevails.

1.3. Provisions of these Terms that are not contradicted by a Specific Agreement remain in force. If a provision of these Terms is replaced by a Specific Agreement, this does not affect the other provisions.

1.4. The Client's own general terms and conditions do not apply, even if referred to in an order or purchase order, unless we have expressly accepted them in writing.

1.5. Mandatory law always prevails. Nothing in these Terms limits the rights you may have as a consumer under mandatory law.

1.6. Some services come with their own terms, for example software sold through SpigotMC.org (see section 12) or Odoo addons sold under the Odoo Proprietary License. Those terms apply to those services in addition to these Terms and take precedence for that service.

2. Services

2.1. We provide freelance software and data consultancy, including indoor positioning, linked data and interoperability, AI solutions, mobile applications and Odoo addons. The scope, deliverables, schedule and fees of a project are set out in a Specific Agreement, usually a quotation or statement of work.

2.2. Unless agreed otherwise, we perform our services as an independent contractor, with a best-efforts obligation (inspanningsverbintenis) and not a guarantee of a particular result. We choose the means and working methods, taking the Client's reasonable instructions into account. Where a Specific Agreement explicitly promises a specific result, that promise applies as written.

2.3. Dates and delivery times are estimates unless expressly described as binding. Their achievement depends on timely cooperation from the Client.

2.4. Changes to the agreed scope are handled as change requests and may affect the price and schedule. They only become binding once confirmed by both parties in writing (e-mail suffices).

3. Client obligations

3.1. The Client will provide the information, access, environments, decisions and feedback we reasonably need, in good time. The Client is responsible for the accuracy and lawfulness of the data and materials it supplies, and for having the right to give us access to them. Delays or defects caused by missing or late cooperation are not our responsibility and may be charged as additional work.

3.2. Backups. When we work on or make changes to IT systems, such as servers, databases, configurations or applications, we foresee a backup or other means of restoring the affected components before making the change, and we keep it for the duration of the project. This is a precaution to limit the impact of our own work, and not a backup service for the Client's infrastructure. The Client remains fully and independently responsible for creating, keeping, securing and regularly testing backups of its own systems and data, including before, during and after our work, and for its disaster recovery. Unless a Specific Agreement explicitly provides for a backup or hosting service, we are not responsible for backing up the Client's systems or data. Backups we made for a project are deleted or handed over to the Client when the project ends, in line with our Privacy Policy.

4. Fees and payment

4.1. Fees are agreed in the Specific Agreement. Unless stated otherwise, prices are in euro and exclude VAT and travel or third-party costs, which are charged separately and, where significant, agreed in advance.

4.2. Invoices are payable within 30 days of the invoice date, unless stated otherwise. Any objection to an invoice must be notified in writing, with reasons, within 14 days of receipt.

4.3. For late payment, and only between businesses, statutory interest under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions and the statutory fixed compensation apply, without prejudice to our right to suspend the services until payment is received.

5. Intellectual property

5.1. Each party keeps the intellectual property rights it held before the project, together with general know-how, tools, libraries, templates and methods that we develop or use independently of the project ("Background IP").

5.2. Unless agreed otherwise in a Specific Agreement, rights in bespoke deliverables created specifically for the Client transfer to, or are licensed to, the Client only upon full payment of the related invoices. Until then the Client has a revocable right to use them for the purpose for which they were delivered. The Client receives a non-exclusive, worldwide, perpetual licence to use any Background IP embedded in the deliverables, solely as part of those deliverables.

5.3. Open-source components remain subject to their own licences, which prevail for those components. Software we sell as a product, such as our Odoo addons, remains our property and is licensed, not sold, under the licence that accompanies it.

5.4. Project archive. At the end of a project we keep an archived copy of the software we developed for the Client, for an indefinite period, for purposes such as support, warranty claims, defending legal claims, and our own records. Before archiving, we remove from it the Client's confidential information, the Client's and third parties' intellectual property that was supplied to us (such as proprietary data, content, assets, credentials and licensed components), and all personal data. The archive is stored securely, is not made public, and is not used or disclosed in a way that identifies the Client or breaches section 6. Archiving does not give us any right to use or distribute the deliverables beyond what these Terms or a Specific Agreement allow. A Specific Agreement may exclude or change archiving, for example when the Client requires full deletion.

5.5. We may mention that the Client is a customer, and describe the nature of the work in general terms, unless the Client objects in writing.

6. Confidentiality

Each party keeps confidential the non-public information it receives from the other party and uses it only for the project. This does not apply to information that is public, was already known to the recipient, was independently developed, or must be disclosed by law or a court order. This obligation continues for five years after the end of the project, unless a Specific Agreement, such as a non-disclosure agreement, provides otherwise.

7. Personal data and privacy

7.1. We take the protection of personal data seriously and process personal data in line with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable Belgian law.

7.2. Our Privacy Policy describes how we process personal data: the data of visitors to this website, of prospects and clients, and personal data that we process on behalf of clients while performing a project. It forms part of these Terms.

7.3. Client data. When we process personal data on behalf of the Client, the Client is the controller and we act as processor (or, if applicable, as sub-processor). In that case we:

  • process the data only on the Client's documented instructions, and only to the extent needed to deliver the agreed services;
  • ensure that persons authorised to process the data are bound by a duty of confidentiality;
  • implement appropriate technical and organisational security measures, as described in our Privacy Policy, taking into account the state of the art, the costs and the risks;
  • engage sub-processors, such as hosting providers, only with a general or specific authorisation of the Client, and we impose data protection obligations on them that are equivalent to ours;
  • assist the Client, as far as reasonably possible, with data subject requests and with its security, breach notification and impact assessment obligations;
  • notify the Client without undue delay after becoming aware of a personal data breach affecting the Client's data;
  • at the Client's choice, delete or return the personal data when the services end, unless the law requires us to keep it; and
  • make available the information reasonably needed to demonstrate compliance, and allow for audits under reasonable conditions (prior notice, during business hours, confidentiality, and at the Client's cost).

7.4. If the Client requires a formal data processing agreement under Article 28 GDPR, we will conclude one on request. Such an agreement is a Specific Agreement and prevails over this section and the Privacy Policy, as described in section 1.

7.5. The Client is responsible for having a legal basis for the processing it instructs us to perform, for informing the data subjects, and for not providing us with more personal data than necessary. Sensitive data (special categories under Article 9 GDPR) should only be shared with us after prior agreement. Where practical, we will work with anonymised, pseudonymised or synthetic data.

7.6. Personal data is not transferred outside the European Economic Area unless adequate safeguards are in place, such as an adequacy decision or standard contractual clauses, as further described in the Privacy Policy.

8. Warranties and acceptance

8.1. We perform our services with reasonable skill and care, in line with generally accepted professional standards.

8.2. The Client reviews deliverables promptly after delivery, and notifies us in writing of any material non-conformity with the agreed specification within 14 days (unless a Specific Agreement says otherwise). Deliverables are deemed accepted if no notification is received within that period or if the Client puts them into productive use.

8.3. Within 30 days after acceptance, we will correct, free of charge, reproducible defects that deviate from the agreed specification, if they are notified in writing with sufficient detail. This is the Client's primary remedy for defective deliverables.

8.4. Software is complex and cannot be guaranteed to be free of errors, interruptions or security vulnerabilities. Except as stated in this section or in a Specific Agreement, we give no warranty, express or implied, that deliverables are error-free, uninterrupted, or fit for a particular purpose, to the extent permitted by law. Outputs of AI and machine-learning components are probabilistic and must be validated by the Client before being relied upon for decisions that affect people.

8.5. AI systems. This section applies where we develop, supply or integrate AI systems or AI components for the Client. Unless a Specific Agreement says otherwise:

  • the Client decides on the purpose for which the AI system is used and is responsible for using it in line with its documentation and intended purpose, for human oversight, for monitoring its operation and for informing the people affected, to the extent the Client acts as deployer or operator under Regulation (EU) 2024/1689 (the "AI Act");
  • the Client is responsible for the data it provides for training, testing or operating the system, including the right to use it and its quality and representativeness;
  • we do not develop or supply AI systems intended for prohibited practices under the AI Act, or for high-risk use cases listed in Annex III of the AI Act or in regulated products (for example recruitment, credit scoring, education, law enforcement, or medical devices), unless this is expressly agreed in a Specific Agreement that also allocates the resulting compliance tasks, such as risk management, technical documentation and conformity assessment;
  • the Client must not change the intended purpose of the AI system, or use it for a high-risk purpose, without our prior written agreement; and
  • the Client validates the outputs of AI systems before relying on them for decisions that affect people, and AI-generated content is labelled and disclosed to users where the law requires this.

Which party acts as provider, deployer, importer or distributor under the AI Act, and which party carries which obligations, is determined by the facts and, where applicable, by the Specific Agreement.

9. Liability

9.1. Nothing limits liability that cannot be limited by law, including liability for fraud or wilful misconduct, for death or personal injury caused by our fault, or for any other liability that may not be excluded or limited under mandatory Belgian or European law.

9.2. Subject to section 9.1, and to the extent permitted by law, our total aggregate liability towards the Client arising out of or in connection with an agreement, whether in contract, in tort or otherwise, is limited to the fees actually paid by the Client for the specific assignment from which the claim arises, in the twelve months before the event giving rise to the claim.

9.3. Subject to section 9.1, and to the extent permitted by law, we are not liable for indirect or consequential damage, including loss of profit, revenue, savings, goodwill or opportunity, business interruption, loss or corruption of data (where the Client could have prevented this by making a backup), claims by third parties, or costs of replacement products or services.

9.4. The Client remains responsible for its own backups (see section 3.2), for testing deliverables in a non-production environment before using them in production, and for the decisions it takes based on our advice and deliverables. We are not liable for damage resulting from incorrect or incomplete information, instructions or data supplied by the Client, from use of deliverables outside the agreed purpose, or from modifications made by anyone other than us.

9.5. Any claim must be notified to us in writing as soon as reasonably possible and, in any event, within 12 months of the Client becoming aware of the damage, failing which it lapses, to the extent permitted by law.

9.6. These limitations also apply for the benefit of anyone we engage in performing the services, and they reflect the fee level agreed between the parties. If a Specific Agreement contains other liability provisions, those prevail (see section 1).

9.7. Each party is not liable for failing to perform, other than payment obligations, due to force majeure: events beyond its reasonable control, including natural disasters, war, labour disputes, power or network failure, failure of third-party platforms and cloud providers, or government measures.

9.8. Product liability (Directive (EU) 2024/2853). Software, including AI systems, can be a "product" under the revised Product Liability Directive, as implemented in Belgian law. We acknowledge that, under mandatory law, an injured natural person may hold the manufacturer or another responsible economic operator liable for death, personal injury, damage to private property, or destruction or corruption of data not used for professional purposes, and that this liability cannot be excluded or limited by contract towards that person. The limits in this section 9 do not affect such rights of injured persons. Between the parties, to the extent permitted by law:

  • the Client acts as manufacturer, importer or distributor of any product, service or system into which it integrates our deliverables, and is responsible for putting it on the market, for its intended purpose, and for the instructions, warnings, safety and security updates and monitoring that this requires;
  • we are responsible towards the Client only for defects in our deliverables that result from our failure to comply with the agreement, and only subject to the limits and exclusions in this section 9, including for any right of recourse the Client may have against us;
  • if a claim is made against one of us by an injured person for damage caused (partly) by a defect that is attributable to the other party, the other party reimburses that claim in proportion to its share of responsibility, and each party informs the other without undue delay of any claim, so that it can cooperate in the defence;
  • the Client does not modify our deliverables, or use them for another purpose than the agreed one, without our written agreement, and keeps them up to date with the corrections and updates we provide; and
  • the Client takes out and maintains appropriate insurance for its business activities and its use of our deliverables, and if requested we will inform the Client which insurance we hold for our professional activity.

10. Public services and website

10.1. Public services such as the CI server, Maven repository, Docker registry, documentation sites and similar are offered free of charge and "as is", without any service level or warranty. They may be changed, restricted, suspended or discontinued at any time, with or without notice.

10.2. You may not abuse or exploit this website or any public service with the intent to harm, nor attempt to gain unauthorised access, overload the services, or use them in violation of the law. If you discover a vulnerability, please report it privately to [email protected] and give us a reasonable time to fix it before disclosing it. We will not take action against good-faith reports.

10.3. The content of this website is provided for general information and does not constitute professional advice for your specific situation. We try to keep it accurate and up to date, but cannot guarantee that it is complete or error-free. Links to third-party websites are provided for convenience; we are not responsible for their content.

10.4. The site uses cookies and similar technologies to store settings and to improve the site. More information is available in the Privacy Policy.

11. Term and termination

11.1. Unless a Specific Agreement provides otherwise, either party may terminate an ongoing assignment in writing with 30 days' notice. The Client pays for all services performed and costs incurred up to the end of the notice period, plus, for fixed-price projects, a proportionate share of the price for work in progress.

11.2. Either party may terminate with immediate effect by written notice if the other party materially breaches the agreement and fails to remedy this within 14 days after written notice of default, or in case of bankruptcy, insolvency or cessation of business of the other party.

11.3. Sections that by their nature are meant to survive termination, including those on intellectual property, confidentiality, liability, and governing law, remain in force after termination.

12. Third-party marketplaces and licences

Terms regarding the use and purchase of software on SpigotMC.org can be found on the following wiki page: https://www.spigotmc.org/wiki/mvdw-terms-of-service/. Software distributed through other marketplaces, such as the Odoo Apps Store, is also subject to the terms of that marketplace and to the licence that accompanies the software.

13. General provisions

13.1. Changes. We may update these Terms from time to time. The version published on this page on the date you start using the services, or on the date of a Specific Agreement, applies to that relationship. Changes do not apply retroactively to existing Specific Agreements unless the Client agrees.

13.2. Entire agreement. These Terms, the Privacy Policy and any Specific Agreements form the entire agreement between the parties for the services. Amendments must be made in writing.

13.3. Severability. If a provision of these Terms is found to be invalid or unenforceable, it is replaced by a valid provision that comes as close as possible to its intent, and the remaining provisions stay in force.

13.4. No waiver; assignment. Failure to enforce a provision is not a waiver of it. Neither party may assign its rights or obligations to a third party without the other's prior written consent, except to a successor of its business.

13.5. Notices. Notices may be given by e-mail to the addresses used in the project, or to [email protected] for notices to us.

13.6. Governing law and disputes. These Terms and any dispute arising from them or from the services are governed by Belgian law. The parties will first try to resolve a dispute amicably. Failing this, the courts of the judicial district in which MVdW-Software has its registered office have exclusive jurisdiction, without prejudice to mandatory rules that give a consumer the right to bring a claim before other courts.

13.7. Language. These Terms are drafted in English. Translations are provided for convenience only; the English version prevails in case of discrepancy.

14. Contact

Questions about these Terms can be sent to [email protected].

MVdW-Software · Draaiersstraat 33, 9300 Aalst, Belgium · VAT BE 0729.544.225