Terms & Conditions

1. DEFINITIONS

For the purposes of these General Terms and Conditions, the following definitions apply:

"Wizzou": Connexeon BV, trading under the name Wizzou, with registered office at Emiel Banningstraat 47 / 5, 2000 Antwerp, Belgium.
"Customer": any natural person, legal entity, organisation or undertaking that enters into, or intends to enter into, an Agreement with Wizzou.
"Business Customer": a Customer acting for purposes relating to its trade, business, craft or professional activity.
"Consumer": a natural person acting for purposes outside their trade, business, craft or professional activity.
"Agreement": any quotation, order, statement of work, subscription, service agreement or other agreement concluded between Wizzou and the Customer, together with these General Terms and Conditions and any documents expressly incorporated into it.
"Services": all services supplied by Wizzou, including but not limited to software development, web development, application development, design, consulting, digital marketing, automation, integrations, hosting, cloud and infrastructure services, system administration, domain names, licences, SaaS services, support and maintenance.
"Deliverables": any software, source code, designs, websites, applications, configurations, documentation, reports, content or other work product specifically created by Wizzou for the Customer under an Agreement.
"Wizzou Technology": all pre-existing or independently developed software, source code, frameworks, libraries, modules, components, templates, APIs, infrastructure, configurations, tools, methodologies, know-how and technology owned or controlled by Wizzou, including Wizzou's own platforms and SaaS products.
"Third-Party Services": any product, licence, software, platform, domain name, advertising service, cloud service, subscription, telecommunications service or other service supplied by a third party and procured, managed or integrated by Wizzou.
"Acceptable Use Policy": Wizzou's policy governing acceptable, prohibited and fair use of applicable Services, available at https://wizzou.com/acceptable-use-policy.

2. SCOPE AND APPLICATION

These General Terms and Conditions apply to all quotations, orders, Agreements, Services and Deliverables supplied by Wizzou unless expressly agreed otherwise in writing.

By accepting a quotation, placing an order, creating or using a paid service, signing an Agreement or otherwise instructing Wizzou to commence work, the Customer agrees to these General Terms and Conditions.

Where the Customer uses hosting, cloud, infrastructure, networking, storage, backup, SaaS or other Services to which acceptable-use requirements reasonably apply, the Customer must also comply with Wizzou's Acceptable Use Policy. The Acceptable Use Policy forms an integral part of the Agreement for those Services.

Any terms and conditions of the Customer are excluded unless Wizzou has expressly accepted them in writing.

In the event of a conflict, the following order of precedence applies: the specifically negotiated Agreement or statement of work, the accepted quotation or order, any applicable service-specific conditions or service level agreement, these General Terms and Conditions, and the Acceptable Use Policy.

Mandatory provisions of applicable law prevail over these General Terms and Conditions.

3. QUOTATIONS, ORDERS AND SCOPE

Unless stated otherwise, quotations issued by Wizzou remain valid for fifteen calendar days. Wizzou may withdraw or replace a quotation before acceptance.

Prices, descriptions and other information displayed on Wizzou's website or other public channels are indicative unless expressly stated to constitute a binding offer. Obvious clerical, calculation, technical or pricing errors do not bind Wizzou.

The scope of an assignment is limited to the Services and Deliverables expressly described in the Agreement or accepted quotation.

Any functionality, work, revision, integration, migration, content entry, training, support, maintenance or other service not expressly included in the agreed scope may be treated as additional work and invoiced separately.

Changes requested after acceptance of an Agreement may affect the price, planning, technical approach and delivery date. Wizzou may require written approval of a change request or additional quotation before carrying out such work.

Estimates are based on the information and requirements available to Wizzou at the time they are prepared. Where assumptions prove materially incorrect or previously unknown requirements emerge, Wizzou may propose an adjustment to the scope, planning or price.

4. CUSTOMER COOPERATION

The Customer shall provide Wizzou in a timely manner with all information, access, credentials, content, decisions, approvals and cooperation reasonably required to perform the Services.

The Customer is responsible for the accuracy, completeness and legality of information and materials supplied to Wizzou.

Any planning or delivery date depends on the Customer providing the required cooperation on time. Delays caused by the Customer, its employees, suppliers or other third parties automatically extend the relevant planning by a reasonable corresponding period.

Where the Customer's approval is required, Wizzou may reasonably rely on approvals provided by persons who normally act as representatives or contacts for the Customer in relation to the project.

5. PROJECT INACTIVITY AND DELAYS

If a project is materially delayed because the Customer fails to provide required feedback, information, content, approval, access or other cooperation, Wizzou may place the project on hold.

Resumption of a project placed on hold is subject to Wizzou's then-current availability and may require replanning of the original delivery schedule.

Wizzou may charge reasonable costs associated with restarting, rescheduling or reassigning resources to an inactive project.

Wizzou may invoice Services already performed, completed milestones, work in progress, reserved capacity already consumed and committed third-party costs notwithstanding a Customer-caused delay.

If a Customer remains materially unresponsive for an extended period despite reasonable attempts by Wizzou to obtain the required cooperation, Wizzou may close or terminate the affected project after reasonable written notice. Such closure does not release the Customer from payment obligations for work already performed or costs already incurred.

6. DELIVERY AND ACCEPTANCE

Delivery dates and completion estimates are indicative unless expressly identified in writing as binding deadlines.

A reasonable delay does not entitle the Customer to cancel the Agreement, withhold payment or claim compensation.

The Customer shall inspect Deliverables within a reasonable period after delivery and shall promptly report any material deviation from the agreed specifications.

Unless otherwise agreed, complaints concerning visible defects or material non-conformities should be communicated in writing within ten working days after delivery or availability for review.

The Customer shall provide sufficient information to allow Wizzou to reproduce and investigate an alleged defect.

A complaint does not entitle the Customer to suspend payment of undisputed invoices or amounts.

Requests for modifications, additional functionality, changes in preference or functionality that was not part of the agreed scope are not defects and may be treated as additional work.

7. PRICES, EXPENSES AND THIRD-PARTY COSTS

Unless stated otherwise, all prices are expressed in euros and exclude VAT and other applicable taxes.

Wizzou may invoice reasonable expenses and third-party costs incurred in performing the Agreement where these are included in the quotation, reasonably necessary for the agreed Services or approved by the Customer.

Third-Party Services may be subject to price changes, exchange-rate changes, taxes or modified commercial terms imposed by the relevant supplier. Wizzou may pass objectively attributable changes in such third-party costs on to the Customer.

For ongoing Wizzou Services, Wizzou may periodically adjust pricing based on changes in operational costs, infrastructure costs, wages, supplier pricing, inflation or the scope of the Services.

Where a material price adjustment is not already determined by an agreed index or formula, Wizzou will provide reasonable advance notice and any applicable statutory termination rights will remain unaffected.

8. NON-REFUNDABLE COSTS

Amounts that Wizzou has already irrevocably paid, committed or incurred on behalf of the Customer are non-refundable to the extent that Wizzou cannot reasonably recover them.

This includes, where applicable:

domain name registrations, renewals and transfers;
SSL certificates and other certificates;
software licences and subscriptions;
Microsoft 365 and similar cloud subscriptions;
hosting, cloud, infrastructure, telecommunications or connectivity commitments purchased from third parties;
advertising spend and media budgets already committed or spent;
transaction, setup, registry and activation fees;
custom or specifically ordered hardware;
third-party professional services or subcontractor costs that cannot be cancelled without charge;
other third-party products or services that are by their nature non-refundable.

Termination or cancellation by the Customer does not require Wizzou to reimburse work already performed, reserved capacity already consumed or non-recoverable third-party costs.

9. INVOICING AND PAYMENT

Invoices are payable by the due date stated on the invoice. Unless otherwise specified, invoices are payable within thirty calendar days from the invoice date.

Wizzou may require advance payment, recurring payment, milestone payments, a deposit or payment before commencement or delivery depending on the nature of the Services.

Any objection to an invoice must be communicated in writing as soon as reasonably possible and should clearly state the disputed amount and grounds for the objection.

The existence of a dispute concerning part of an invoice does not suspend the Customer's obligation to pay the undisputed portion.

Wizzou may allocate payments received to the oldest outstanding amounts first, including interest and recovery costs where permitted by law.

10. LATE PAYMENT

For Business Customers, any amount not paid by its due date shall, without prejudice to Wizzou's other rights, give rise to the interest, fixed recovery compensation and reasonable additional recovery costs available to Wizzou under applicable Belgian legislation concerning late payment in commercial transactions.

Where legally permitted, such amounts are due automatically from the relevant statutory date without the need for a separate notice of default.

Any reasonable costs incurred by Wizzou in recovering overdue amounts, including collection agency, legal and enforcement costs, may be charged to the Customer to the extent permitted by applicable law.

For Consumers, mandatory Belgian rules concerning payment reminders, waiting periods, interest and recovery compensation apply and prevail over any incompatible provision of this section.

11. SUSPENSION FOR NON-PAYMENT

If an amount remains unpaid after its due date, Wizzou may, after reasonable notice where required by law or appropriate in the circumstances:

suspend ongoing development, support, maintenance or consulting work;
suspend access to SaaS products or managed platforms;
suspend hosting, infrastructure or managed services;
pause digital advertising or marketing campaigns;
withhold new Deliverables, releases, source-code transfers, credentials or administrative handovers that have not yet become due for delivery;
decline to purchase, renew or advance funds for Third-Party Services;
require payment of outstanding amounts before work resumes;
require advance payment or another reasonable form of payment security for future Services;
terminate the Agreement in accordance with these General Terms and Conditions.

Wizzou may suspend multiple Services supplied under the same commercial relationship where unpaid amounts relate to that relationship and such suspension is reasonable and proportionate in the circumstances.

Suspension due to the Customer's payment default does not release the Customer from payment obligations relating to active subscriptions, reserved resources, committed capacity or third-party costs that continue to be incurred during the suspension.

Wizzou is not liable for consequences resulting from a lawful and proportionate suspension caused by the Customer's failure to fulfil its payment obligations.

Restoration of suspended Services may be subject to payment of outstanding amounts and reasonable costs directly associated with restoration.

12. RETENTION OF TITLE AND RIGHTS PENDING PAYMENT

All tangible goods supplied by Wizzou remain the property of Wizzou until all amounts due in relation to those goods have been paid in full, to the extent permitted by law.

Delivery, publication, deployment, installation or granting access to a Deliverable does not by itself constitute a transfer of intellectual property rights.

Any assignment, transfer or permanent licence of intellectual property rights agreed in relation to project-specific Deliverables takes effect only after Wizzou has received full payment of all amounts due for the relevant Deliverables, unless expressly agreed otherwise in writing.

Until full payment, the Customer receives only a temporary and revocable right to use the relevant Deliverables to the extent reasonably necessary for review, testing or any interim production use expressly authorised by Wizzou.

If payment remains outstanding and the temporary right of use is lawfully withdrawn, the Customer shall cease using the affected Deliverables following reasonable notice from Wizzou.

This section does not transfer ownership of Customer data, Customer trademarks, Customer content or other materials that belonged to the Customer independently of the Agreement.

13. INTELLECTUAL PROPERTY AND CUSTOM DEVELOPMENT

Unless an Agreement expressly provides otherwise, all intellectual property rights in Wizzou Technology remain exclusively vested in Wizzou or its licensors.

Wizzou remains free to use, develop, improve, commercialise and reuse its general knowledge, skills, methodologies, concepts, architectures, libraries, modules, components, frameworks and other reusable technology.

Where the parties expressly agree that intellectual property rights in specific custom Deliverables will be assigned to the Customer, such assignment must be recorded in writing and will apply only to the rights, Deliverables, forms of exploitation, scope, territory and duration specified in that written agreement.

Unless the Agreement expressly provides for an assignment, the Customer receives, after full payment, a non-exclusive licence to use the project-specific Deliverables for the purposes contemplated by the Agreement.

An assignment or licence of project-specific Deliverables does not include:

Wizzou Technology;
Wizzou's SaaS products, platforms or proprietary services;
pre-existing components;
general-purpose modules, libraries or packages;
development tools and internal tooling;
deployment, monitoring or infrastructure tooling not specifically assigned;
third-party software;
open-source software;
third-party fonts, images, stock assets, plugins or licences;
know-how, processes, methodologies, architectures or concepts capable of reuse independently of the Customer's specific Deliverable.

Where Wizzou Technology is incorporated into a Deliverable, the Customer receives, after full payment, the rights reasonably necessary to use the completed Deliverable for its agreed purpose, but ownership of that underlying technology remains with Wizzou.

Open-source software and Third-Party Services remain subject to their respective licence terms.

14. SOURCE CODE AND DEVELOPMENT MATERIALS

Access to source code, repositories, development environments, deployment configurations, design source files or other development materials is provided only where included in the Agreement or reasonably necessary for the rights granted to the Customer.

Unless expressly agreed otherwise, Wizzou is not required to provide internal development tooling, internal documentation, reusable libraries, CI/CD infrastructure, secrets, credentials relating to Wizzou systems or other materials forming part of Wizzou Technology.

Where source code is to be transferred to the Customer, Wizzou may withhold such transfer until all amounts relating to the relevant Deliverables have been paid in full.

15. SAAS PRODUCTS AND WIZZOU PLATFORMS

Where the Customer uses a SaaS product or platform owned or operated by Wizzou, no ownership of the platform, software, source code, infrastructure or underlying intellectual property is transferred to the Customer.

The Customer receives a limited, non-exclusive and non-transferable right to use the relevant service for the duration of the subscription and in accordance with the Agreement.

Wizzou may continuously develop, improve, replace or modify features of its SaaS products provided that the essential nature of the contracted service is not materially removed without reasonable justification.

Customer-specific configurations, integrations or extensions do not create ownership in the underlying Wizzou platform unless expressly agreed otherwise.

Use of Wizzou SaaS products may additionally be subject to reasonable technical limits, usage limits and the Acceptable Use Policy where applicable.

16. CUSTOMER MATERIALS

The Customer retains ownership of trademarks, logos, content, data and other materials supplied by the Customer.

The Customer grants Wizzou a non-exclusive licence to use, reproduce, modify, process and technically adapt such materials to the extent necessary to perform the Agreement.

The Customer warrants that it has all permissions and rights necessary for Wizzou to use materials supplied by the Customer.

The Customer shall indemnify Wizzou against third-party claims arising from materials supplied by the Customer that infringe intellectual property, privacy, publicity or other rights, except to the extent that Wizzou caused the infringement through unauthorised use.

17. PORTFOLIO, REFERENCES AND MARKETING USE

Unless expressly agreed otherwise in writing, the Customer grants Wizzou the right to identify the Customer as a Wizzou customer and to refer to work carried out for the Customer for reasonable portfolio, case study, award, sales, recruitment and marketing purposes.

For these purposes, Wizzou may use the Customer's name, trade name, logo, publicly accessible website or application, screenshots or recordings of publicly accessible work, general project descriptions, technologies used and non-confidential project results.

Wizzou may describe its role in the project and the nature of Services performed.

Wizzou will not disclose Customer trade secrets, personal data, credentials, confidential technical information, non-public financial information or other information that is reasonably understood to be confidential for marketing purposes.

Where non-public information is useful to explain a project, case study or result, Wizzou may use aggregated, redacted or anonymised information provided that confidential information cannot reasonably be identified from the publication.

Any separate confidentiality or non-disclosure agreement expressly entered into between the parties takes precedence over this section to the extent of a conflict.

The Customer may request reasonable adjustments where publication would create a legitimate confidentiality, security or regulatory concern.

18. DOMAIN NAMES

Domain registrations, renewals and transfers are subject to availability and to the rules, policies and technical procedures of the applicable registry, registrar and other relevant third parties.

An order, quotation or payment does not guarantee successful registration or transfer of a domain name.

The Customer is responsible for providing correct registration, ownership and contact information.

Wizzou is not responsible for the loss, suspension or transfer failure of a domain name resulting from inaccurate information supplied by the Customer, registry or registrar action, legal disputes, late payment by the Customer or circumstances outside Wizzou's reasonable control.

Domain registration, renewal and transfer fees are non-refundable once the relevant transaction has been submitted or committed to the applicable provider, except where Wizzou itself receives a refund.

Wizzou may decline to renew a domain where the Customer has not paid the applicable renewal fees or other amounts required for that renewal.

19. THIRD-PARTY SERVICES

Third-Party Services are subject to the terms, availability, technical limitations and policies of their respective suppliers.

Wizzou is not responsible for changes, discontinuation, outages, suspension, API modifications, pricing changes, licence changes or other actions taken by third-party suppliers outside Wizzou's reasonable control.

Where Wizzou procures a Third-Party Service on behalf of the Customer, Wizzou may require payment before placing or renewing the order.

The Customer accepts that functionality dependent on a Third-Party Service may change or cease to function where the relevant third party modifies or discontinues its service.

Reasonable work required to adapt a Deliverable or integration to changes made by a third-party supplier after delivery may be invoiced separately unless covered by an applicable maintenance agreement.

20. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

Recurring Services, licences, SaaS subscriptions, hosting plans, managed services, domain registrations and other subscription-based Services automatically renew at the end of their current subscription period unless cancelled in accordance with the applicable Agreement.

Unless otherwise agreed, a yearly subscription renews for successive periods of one year and a monthly subscription renews for successive periods of one month.

Wizzou is not required to send a separate reminder before each renewal unless such reminder is required by applicable law or expressly agreed in the Agreement.

The Customer remains responsible for monitoring its active subscriptions and notifying Wizzou of cancellation before the applicable cancellation deadline.

Cancellation takes effect at the end of the then-current subscription period unless otherwise agreed.

A subscription that has already renewed remains payable for the renewed period where Wizzou has already incurred, committed or cannot reasonably recover the corresponding costs.

Amounts already committed for a renewal to a third-party supplier remain payable and non-refundable where Wizzou cannot cancel or recover those amounts.

Special notice periods may apply to Services involving reserved infrastructure, telecommunications capacity, colocation, dedicated equipment or other long-term commitments and will be specified in the relevant Agreement.

For Consumers, mandatory Belgian provisions concerning tacit renewal, information requirements and termination rights apply and prevail where applicable.

21. HOSTING, CLOUD AND INFRASTRUCTURE SERVICES

Wizzou may provide hosting, private cloud, public cloud, hybrid cloud, virtual machines, containers, Kubernetes, storage, backup, networking, colocation, security, connectivity and other infrastructure services.

All hosting, cloud, infrastructure, networking, storage and related Services are subject to Wizzou's Acceptable Use Policy.

Unless expressly covered by a separate service level agreement, Wizzou does not guarantee uninterrupted or error-free availability.

Planned maintenance, emergency maintenance, security measures, network incidents, hardware failures, software failures, cyberattacks, DDoS attacks, supplier failures and circumstances outside Wizzou's reasonable control may temporarily affect availability.

Wizzou may take reasonable measures permitted under the Acceptable Use Policy to protect the security, stability, availability and reputation of its infrastructure, networks, IP addresses, other customers and third parties.

Such measures may include traffic filtering, rate limiting, temporary isolation, blocking malicious traffic, restricting affected resources or suspending a workload where reasonably necessary.

Backup and disaster-recovery obligations apply only where such services are expressly included in the Agreement.

The existence of a backup service does not constitute a guarantee that every version of every item of data can be recovered.

Unless Wizzou expressly assumes sole backup responsibility under the Agreement, the Customer remains responsible for maintaining appropriate independent copies of critical business data.

22. SOFTWARE, SUPPORT AND MAINTENANCE

Unless ongoing maintenance or support is included in the Agreement, delivery of software does not include indefinite maintenance, upgrades, compatibility updates, monitoring or support.

Where support is provided, response and resolution times are targets unless expressly guaranteed in a service level agreement.

Software may depend on operating systems, browsers, APIs, frameworks, libraries, third-party packages and external platforms that change over time.

Work required because of changes introduced by third parties after delivery may be treated as additional work unless covered by an active maintenance agreement.

Unless otherwise agreed, Wizzou will use commercially reasonable efforts to remedy reproducible defects reported shortly after delivery where the Deliverable materially fails to conform to the agreed specifications.

This does not cover problems caused by Customer modifications, third-party modifications, unsupported environments, incorrect use, compromised credentials, external systems or requirements that were not part of the agreed scope.

23. DIGITAL MARKETING AND ADVERTISING SERVICES

Digital marketing Services may include strategy, search engine optimisation, advertising, social media management, content creation, analytics, tracking, conversion optimisation, creative services and related activities.

Unless expressly guaranteed in writing, Wizzou does not guarantee specific search rankings, advertising results, visitor numbers, followers, impressions, leads, conversions, revenue, return on advertising spend or other commercial outcomes.

Results may be affected by factors outside Wizzou's control, including competition, market conditions, platform algorithms, search-engine updates, advertising policies, Customer pricing, products, reputation, website performance and sales processes.

The Customer is responsible for ensuring that its products, services, offers, statements, promotions and advertising claims are lawful and accurate.

Advertising and media budgets are separate from Wizzou's professional fees unless expressly stated otherwise.

Advertising spend already incurred or committed is non-refundable.

Wizzou may suspend campaigns where the relevant advertising account, prepaid budget or invoice is not sufficiently funded.

Wizzou is not responsible for suspension, rejection, restriction or termination of advertising, social-media or other third-party platform accounts unless directly caused by an attributable failure by Wizzou.

24. CONFIDENTIALITY

Each party shall treat as confidential all non-public commercial, financial, technical and organisational information received from the other party that is identified as confidential or should reasonably be understood to be confidential.

Confidential information may only be used for the performance of the Agreement and may only be disclosed to personnel, professional advisers, subcontractors and suppliers who reasonably require access and are subject to appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach of the Agreement, was lawfully known beforehand, is independently developed without use of the confidential information, or must be disclosed by law or binding order.

Where disclosure is legally required and legally permitted, the receiving party shall reasonably endeavour to notify the other party before disclosure.

25. DATA PROTECTION

Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation where applicable.

Where Wizzou processes personal data on behalf of the Customer as a processor, the parties shall enter into or be subject to an appropriate data processing agreement where required by law.

The Customer is responsible for determining the lawful basis and purpose for personal data it instructs Wizzou to process and for ensuring that all required notices and permissions have been obtained.

Wizzou will implement reasonable technical and organisational security measures appropriate to the nature of the relevant Service and the risks reasonably known to Wizzou.

No electronic system can be guaranteed to be entirely free from security risks and, unless expressly guaranteed in writing, Wizzou does not warrant absolute security.

26. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITY

The Customer is responsible for the lawful and appropriate use of the Services and for activities performed through accounts, infrastructure, applications or systems under its control.

The Customer shall comply with Wizzou's Acceptable Use Policy when using Services to which that Policy applies.

A violation of the Acceptable Use Policy constitutes a violation of the Agreement and may result in restriction, isolation, suspension or termination of the affected Services in accordance with the Agreement and the Acceptable Use Policy.

The Customer shall not use Wizzou's Services for unlawful, abusive, fraudulent, malicious or infringing purposes.

The Customer is responsible for taking reasonable measures to protect credentials, accounts and systems under its control against unauthorised access.

Where a Customer becomes aware of abuse, compromise or a security incident involving Wizzou Services, it shall notify Wizzou without unreasonable delay.

27. INDEMNIFICATION

The Customer shall indemnify Wizzou against reasonable third-party claims, damages, liabilities and costs resulting from:

unlawful Customer content;
unlawful or abusive use of the Services by the Customer;
infringement caused by materials supplied by the Customer;
the Customer's material violation of applicable law;
the Customer's material violation of the Acceptable Use Policy;

except to the extent that the relevant claim or damage was caused by Wizzou.

28. LIABILITY

Each party remains responsible for the proper performance of its obligations under the Agreement.

To the fullest extent permitted by applicable law, Wizzou is liable only for direct and foreseeable damage resulting from an attributable contractual failure by Wizzou.

Except where mandatory law provides otherwise, Wizzou is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of anticipated savings, loss of goodwill, business interruption or damage resulting from loss or corruption of data.

Unless expressly agreed otherwise and except where such limitation is prohibited by mandatory law, Wizzou's aggregate liability arising from an Agreement is limited to the fees excluding VAT actually paid or payable by the Customer to Wizzou for the affected Services during the six months immediately preceding the event giving rise to liability.

Where the relevant Agreement has existed for less than six months, the limitation is calculated on the fees paid or payable for that shorter period.

The foregoing limitations do not apply to liability that cannot lawfully be limited or excluded, including liability arising from intentional misconduct where applicable.

Wizzou is not liable for failures attributable to the Customer, the Customer's suppliers, third-party platforms, internet providers, registries, cloud providers, payment providers, advertising platforms or other circumstances outside Wizzou's reasonable control.

The Customer must give Wizzou a reasonable opportunity to investigate and, where reasonably possible, remedy an alleged failure before engaging third parties to perform corrective work at Wizzou's expense.

29. TERMINATION

Either party may terminate an Agreement in accordance with the term, notice period and cancellation provisions specified in that Agreement.

Wizzou may terminate or suspend an Agreement where the Customer materially breaches its obligations and, where the breach is capable of remedy, fails to remedy it within a reasonable period after written notice.

Wizzou may terminate or suspend immediately where reasonably necessary in cases of fraud, unlawful use, serious security risk, serious violation of the Acceptable Use Policy, insolvency, repeated payment default or conduct that creates a material risk to Wizzou, its infrastructure, other customers or third parties.

If the Customer terminates a project for convenience before completion, the Customer remains liable for:

Services already performed;
completed milestones;
reasonable work in progress;
reserved resources already consumed;
non-cancellable third-party costs and commitments;
reasonable wind-down or cancellation costs directly resulting from the early termination.

Upon termination, all outstanding invoices and other amounts that have become due remain payable.

Termination does not affect rights and obligations that by their nature are intended to survive termination, including payment obligations, confidentiality, intellectual property provisions, indemnification, limitations of liability and applicable law.

30. DATA AND SERVICE TERMINATION

Following termination of a hosted, SaaS or managed service, Wizzou may deactivate the relevant service and subsequently delete Customer data in accordance with its applicable retention procedures, contractual commitments and legal obligations.

The Customer is responsible for exporting data it requires before termination unless an Agreement expressly provides for post-termination migration or export assistance.

Any migration, export, handover or transition assistance requested from Wizzou may be charged at Wizzou's then-current rates unless included in the Agreement.

Wizzou may require outstanding invoices relating to migration, export or transition Services to be paid in accordance with the applicable Agreement.

Wizzou will not intentionally retain Customer-owned data solely as leverage for payment where doing so would conflict with applicable data protection or other mandatory law.

31. FORCE MAJEURE

Neither party is liable for a failure or delay caused by circumstances outside its reasonable control.

Such circumstances may include natural disasters, fire, flooding, war, terrorism, civil unrest, strikes, epidemics, government action, power failures, internet or telecommunications failures, major cyberattacks, DDoS attacks, failures of data centres or cloud providers, supplier outages, shortages and failures of critical third-party infrastructure.

The affected party shall use reasonable efforts to limit the consequences and resume performance when reasonably possible.

Payment obligations relating to Services already supplied or third-party costs already incurred are not excused by force majeure.

32. SUBCONTRACTING

Wizzou may use employees, affiliated companies, freelancers, subcontractors and specialist suppliers to perform parts of the Services.

Wizzou remains responsible for its contractual obligations to the extent required by applicable law.

Where subcontractors process personal data on behalf of the Customer, applicable data protection requirements remain unaffected.

33. ASSIGNMENT

The Customer may not assign an Agreement or its rights and obligations under it to a third party without Wizzou's prior written consent, which shall not be unreasonably withheld where mandatory law requires otherwise.

Wizzou may assign an Agreement to an affiliated company or as part of a merger, restructuring, transfer of business or transfer of the relevant business activity, provided that such assignment does not materially reduce the Customer's contractual rights.

34. COMMUNICATION AND ELECTRONIC RECORDS

The parties agree that operational and contractual communication may take place electronically, including by email, customer portal, ticketing system or other agreed electronic means.

The Customer is responsible for keeping its billing, administrative, technical and contact information up to date.

Electronic records, logs, tickets, emails and system records maintained in the ordinary course of business may be used as evidence, subject to applicable rules of evidence and the Customer's right to provide contrary evidence.

35. CONSUMERS

Wizzou primarily provides Services to businesses. Where Wizzou nevertheless concludes an Agreement with a Consumer, all mandatory consumer-protection legislation remains fully applicable.

Where legally applicable, a Consumer entering into a distance contract has a statutory right of withdrawal.

If a Consumer expressly requests that performance of a service begins during the withdrawal period, the Consumer may be required to pay a proportionate amount for Services performed before exercising the right of withdrawal, in accordance with applicable law.

For products or services for which the statutory right of withdrawal is excluded or may be lost following the Consumer's express request or consent, including certain personalised services or registrations performed immediately, the applicable statutory requirements must be satisfied.

Mandatory Belgian rules concerning payment reminders, late-payment compensation, tacit renewal, warranty rights and other consumer protections prevail over incompatible provisions of these General Terms and Conditions.

Any provision of these General Terms and Conditions that conflicts with mandatory consumer law shall, in relation to a Consumer, be interpreted or limited to the extent required by that law without affecting the remaining provisions.

36. CHANGES TO THESE GENERAL TERMS

Wizzou may update these General Terms and Conditions from time to time for future Agreements.

For ongoing Agreements, material changes will apply only where permitted by the Agreement and applicable law. Where required, Wizzou will provide reasonable notice before material changes take effect.

The version applicable at the time an Agreement is concluded remains applicable unless a later version is validly incorporated into that Agreement.

37. SEVERABILITY

If any provision of these General Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions remain in force.

Where legally possible, the invalid or unenforceable provision shall be interpreted or replaced by a valid provision that most closely reflects its lawful commercial purpose.

38. NO WAIVER

A failure or delay by Wizzou to exercise a contractual or legal right does not constitute a waiver of that right.

A waiver relating to one breach or circumstance does not constitute a waiver relating to any subsequent breach or circumstance.

39. ENTIRE AGREEMENT

The Agreement, together with the documents expressly incorporated into it, constitutes the agreement between the parties concerning its subject matter and supersedes previous proposals, discussions or communications relating to that subject matter.

This does not exclude liability for statements or conduct that cannot lawfully be excluded.

40. APPLICABLE LAW AND JURISDICTION

All Agreements with Wizzou are governed by Belgian law.

For disputes between Wizzou and a Business Customer, the competent courts of the judicial district of Antwerp shall have jurisdiction, without prejudice to Wizzou's right to bring proceedings before another court that has jurisdiction under mandatory law.

For Consumers, the mandatory jurisdiction and consumer-protection rules applicable under Belgian and European law remain unaffected.

1. DEFINITIONS

For the purposes of these General Terms and Conditions, the following definitions apply:

"Wizzou": Connexeon BV, trading under the name Wizzou, with registered office at Emiel Banningstraat 47 / 5, 2000 Antwerp, Belgium.
"Customer": any natural person, legal entity, organisation or undertaking that enters into, or intends to enter into, an Agreement with Wizzou.
"Business Customer": a Customer acting for purposes relating to its trade, business, craft or professional activity.
"Consumer": a natural person acting for purposes outside their trade, business, craft or professional activity.
"Agreement": any quotation, order, statement of work, subscription, service agreement or other agreement concluded between Wizzou and the Customer, together with these General Terms and Conditions and any documents expressly incorporated into it.
"Services": all services supplied by Wizzou, including but not limited to software development, web development, application development, design, consulting, digital marketing, automation, integrations, hosting, cloud and infrastructure services, system administration, domain names, licences, SaaS services, support and maintenance.
"Deliverables": any software, source code, designs, websites, applications, configurations, documentation, reports, content or other work product specifically created by Wizzou for the Customer under an Agreement.
"Wizzou Technology": all pre-existing or independently developed software, source code, frameworks, libraries, modules, components, templates, APIs, infrastructure, configurations, tools, methodologies, know-how and technology owned or controlled by Wizzou, including Wizzou's own platforms and SaaS products.
"Third-Party Services": any product, licence, software, platform, domain name, advertising service, cloud service, subscription, telecommunications service or other service supplied by a third party and procured, managed or integrated by Wizzou.
"Acceptable Use Policy": Wizzou's policy governing acceptable, prohibited and fair use of applicable Services, available at https://wizzou.com/acceptable-use-policy.

2. SCOPE AND APPLICATION

These General Terms and Conditions apply to all quotations, orders, Agreements, Services and Deliverables supplied by Wizzou unless expressly agreed otherwise in writing.

Any terms and conditions of the Customer are excluded unless Wizzou has expressly accepted them in writing.

Mandatory provisions of applicable law prevail over these General Terms and Conditions.

3. QUOTATIONS, ORDERS AND SCOPE

Unless stated otherwise, quotations issued by Wizzou remain valid for fifteen calendar days. Wizzou may withdraw or replace a quotation before acceptance.

The scope of an assignment is limited to the Services and Deliverables expressly described in the Agreement or accepted quotation.

4. CUSTOMER COOPERATION

The Customer shall provide Wizzou in a timely manner with all information, access, credentials, content, decisions, approvals and cooperation reasonably required to perform the Services.

The Customer is responsible for the accuracy, completeness and legality of information and materials supplied to Wizzou.

Where the Customer's approval is required, Wizzou may reasonably rely on approvals provided by persons who normally act as representatives or contacts for the Customer in relation to the project.

5. PROJECT INACTIVITY AND DELAYS

If a project is materially delayed because the Customer fails to provide required feedback, information, content, approval, access or other cooperation, Wizzou may place the project on hold.

Resumption of a project placed on hold is subject to Wizzou's then-current availability and may require replanning of the original delivery schedule.

Wizzou may charge reasonable costs associated with restarting, rescheduling or reassigning resources to an inactive project.

Wizzou may invoice Services already performed, completed milestones, work in progress, reserved capacity already consumed and committed third-party costs notwithstanding a Customer-caused delay.

6. DELIVERY AND ACCEPTANCE

Delivery dates and completion estimates are indicative unless expressly identified in writing as binding deadlines.

A reasonable delay does not entitle the Customer to cancel the Agreement, withhold payment or claim compensation.

The Customer shall inspect Deliverables within a reasonable period after delivery and shall promptly report any material deviation from the agreed specifications.

Unless otherwise agreed, complaints concerning visible defects or material non-conformities should be communicated in writing within ten working days after delivery or availability for review.

The Customer shall provide sufficient information to allow Wizzou to reproduce and investigate an alleged defect.

A complaint does not entitle the Customer to suspend payment of undisputed invoices or amounts.

Requests for modifications, additional functionality, changes in preference or functionality that was not part of the agreed scope are not defects and may be treated as additional work.

7. PRICES, EXPENSES AND THIRD-PARTY COSTS

Unless stated otherwise, all prices are expressed in euros and exclude VAT and other applicable taxes.

For ongoing Wizzou Services, Wizzou may periodically adjust pricing based on changes in operational costs, infrastructure costs, wages, supplier pricing, inflation or the scope of the Services.

8. NON-REFUNDABLE COSTS

Amounts that Wizzou has already irrevocably paid, committed or incurred on behalf of the Customer are non-refundable to the extent that Wizzou cannot reasonably recover them.

This includes, where applicable:

domain name registrations, renewals and transfers;
SSL certificates and other certificates;
software licences and subscriptions;
Microsoft 365 and similar cloud subscriptions;
hosting, cloud, infrastructure, telecommunications or connectivity commitments purchased from third parties;
advertising spend and media budgets already committed or spent;
transaction, setup, registry and activation fees;
custom or specifically ordered hardware;
third-party professional services or subcontractor costs that cannot be cancelled without charge;
other third-party products or services that are by their nature non-refundable.

Termination or cancellation by the Customer does not require Wizzou to reimburse work already performed, reserved capacity already consumed or non-recoverable third-party costs.

9. INVOICING AND PAYMENT

Invoices are payable by the due date stated on the invoice. Unless otherwise specified, invoices are payable within thirty calendar days from the invoice date.

Wizzou may require advance payment, recurring payment, milestone payments, a deposit or payment before commencement or delivery depending on the nature of the Services.

Any objection to an invoice must be communicated in writing as soon as reasonably possible and should clearly state the disputed amount and grounds for the objection.

The existence of a dispute concerning part of an invoice does not suspend the Customer's obligation to pay the undisputed portion.

Wizzou may allocate payments received to the oldest outstanding amounts first, including interest and recovery costs where permitted by law.

10. LATE PAYMENT

Where legally permitted, such amounts are due automatically from the relevant statutory date without the need for a separate notice of default.

For Consumers, mandatory Belgian rules concerning payment reminders, waiting periods, interest and recovery compensation apply and prevail over any incompatible provision of this section.

11. SUSPENSION FOR NON-PAYMENT

If an amount remains unpaid after its due date, Wizzou may, after reasonable notice where required by law or appropriate in the circumstances:

suspend ongoing development, support, maintenance or consulting work;
suspend access to SaaS products or managed platforms;
suspend hosting, infrastructure or managed services;
pause digital advertising or marketing campaigns;
withhold new Deliverables, releases, source-code transfers, credentials or administrative handovers that have not yet become due for delivery;
decline to purchase, renew or advance funds for Third-Party Services;
require payment of outstanding amounts before work resumes;
require advance payment or another reasonable form of payment security for future Services;
terminate the Agreement in accordance with these General Terms and Conditions.

Wizzou is not liable for consequences resulting from a lawful and proportionate suspension caused by the Customer's failure to fulfil its payment obligations.

Restoration of suspended Services may be subject to payment of outstanding amounts and reasonable costs directly associated with restoration.

12. RETENTION OF TITLE AND RIGHTS PENDING PAYMENT

All tangible goods supplied by Wizzou remain the property of Wizzou until all amounts due in relation to those goods have been paid in full, to the extent permitted by law.

Delivery, publication, deployment, installation or granting access to a Deliverable does not by itself constitute a transfer of intellectual property rights.

If payment remains outstanding and the temporary right of use is lawfully withdrawn, the Customer shall cease using the affected Deliverables following reasonable notice from Wizzou.

This section does not transfer ownership of Customer data, Customer trademarks, Customer content or other materials that belonged to the Customer independently of the Agreement.

13. INTELLECTUAL PROPERTY AND CUSTOM DEVELOPMENT

Unless an Agreement expressly provides otherwise, all intellectual property rights in Wizzou Technology remain exclusively vested in Wizzou or its licensors.

An assignment or licence of project-specific Deliverables does not include:

Wizzou Technology;
Wizzou's SaaS products, platforms or proprietary services;
pre-existing components;
general-purpose modules, libraries or packages;
development tools and internal tooling;
deployment, monitoring or infrastructure tooling not specifically assigned;
third-party software;
open-source software;
third-party fonts, images, stock assets, plugins or licences;
know-how, processes, methodologies, architectures or concepts capable of reuse independently of the Customer's specific Deliverable.

Open-source software and Third-Party Services remain subject to their respective licence terms.

14. SOURCE CODE AND DEVELOPMENT MATERIALS

Where source code is to be transferred to the Customer, Wizzou may withhold such transfer until all amounts relating to the relevant Deliverables have been paid in full.

15. SAAS PRODUCTS AND WIZZOU PLATFORMS

The Customer receives a limited, non-exclusive and non-transferable right to use the relevant service for the duration of the subscription and in accordance with the Agreement.

Customer-specific configurations, integrations or extensions do not create ownership in the underlying Wizzou platform unless expressly agreed otherwise.

Use of Wizzou SaaS products may additionally be subject to reasonable technical limits, usage limits and the Acceptable Use Policy where applicable.

16. CUSTOMER MATERIALS

The Customer retains ownership of trademarks, logos, content, data and other materials supplied by the Customer.

The Customer grants Wizzou a non-exclusive licence to use, reproduce, modify, process and technically adapt such materials to the extent necessary to perform the Agreement.

The Customer warrants that it has all permissions and rights necessary for Wizzou to use materials supplied by the Customer.

17. PORTFOLIO, REFERENCES AND MARKETING USE

Wizzou may describe its role in the project and the nature of Services performed.

Any separate confidentiality or non-disclosure agreement expressly entered into between the parties takes precedence over this section to the extent of a conflict.

The Customer may request reasonable adjustments where publication would create a legitimate confidentiality, security or regulatory concern.

18. DOMAIN NAMES

Domain registrations, renewals and transfers are subject to availability and to the rules, policies and technical procedures of the applicable registry, registrar and other relevant third parties.

An order, quotation or payment does not guarantee successful registration or transfer of a domain name.

The Customer is responsible for providing correct registration, ownership and contact information.

Wizzou may decline to renew a domain where the Customer has not paid the applicable renewal fees or other amounts required for that renewal.

19. THIRD-PARTY SERVICES

Third-Party Services are subject to the terms, availability, technical limitations and policies of their respective suppliers.

Where Wizzou procures a Third-Party Service on behalf of the Customer, Wizzou may require payment before placing or renewing the order.

The Customer accepts that functionality dependent on a Third-Party Service may change or cease to function where the relevant third party modifies or discontinues its service.

20. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

Unless otherwise agreed, a yearly subscription renews for successive periods of one year and a monthly subscription renews for successive periods of one month.

Wizzou is not required to send a separate reminder before each renewal unless such reminder is required by applicable law or expressly agreed in the Agreement.

The Customer remains responsible for monitoring its active subscriptions and notifying Wizzou of cancellation before the applicable cancellation deadline.

Cancellation takes effect at the end of the then-current subscription period unless otherwise agreed.

A subscription that has already renewed remains payable for the renewed period where Wizzou has already incurred, committed or cannot reasonably recover the corresponding costs.

Amounts already committed for a renewal to a third-party supplier remain payable and non-refundable where Wizzou cannot cancel or recover those amounts.

For Consumers, mandatory Belgian provisions concerning tacit renewal, information requirements and termination rights apply and prevail where applicable.

21. HOSTING, CLOUD AND INFRASTRUCTURE SERVICES

All hosting, cloud, infrastructure, networking, storage and related Services are subject to Wizzou's Acceptable Use Policy.

Unless expressly covered by a separate service level agreement, Wizzou does not guarantee uninterrupted or error-free availability.

Such measures may include traffic filtering, rate limiting, temporary isolation, blocking malicious traffic, restricting affected resources or suspending a workload where reasonably necessary.

Backup and disaster-recovery obligations apply only where such services are expressly included in the Agreement.

The existence of a backup service does not constitute a guarantee that every version of every item of data can be recovered.

Unless Wizzou expressly assumes sole backup responsibility under the Agreement, the Customer remains responsible for maintaining appropriate independent copies of critical business data.

22. SOFTWARE, SUPPORT AND MAINTENANCE

Unless ongoing maintenance or support is included in the Agreement, delivery of software does not include indefinite maintenance, upgrades, compatibility updates, monitoring or support.

Where support is provided, response and resolution times are targets unless expressly guaranteed in a service level agreement.

Software may depend on operating systems, browsers, APIs, frameworks, libraries, third-party packages and external platforms that change over time.

Work required because of changes introduced by third parties after delivery may be treated as additional work unless covered by an active maintenance agreement.

23. DIGITAL MARKETING AND ADVERTISING SERVICES

The Customer is responsible for ensuring that its products, services, offers, statements, promotions and advertising claims are lawful and accurate.

Advertising and media budgets are separate from Wizzou's professional fees unless expressly stated otherwise.

Advertising spend already incurred or committed is non-refundable.

Wizzou may suspend campaigns where the relevant advertising account, prepaid budget or invoice is not sufficiently funded.

24. CONFIDENTIALITY

Where disclosure is legally required and legally permitted, the receiving party shall reasonably endeavour to notify the other party before disclosure.

25. DATA PROTECTION

Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation where applicable.

Where Wizzou processes personal data on behalf of the Customer as a processor, the parties shall enter into or be subject to an appropriate data processing agreement where required by law.

Wizzou will implement reasonable technical and organisational security measures appropriate to the nature of the relevant Service and the risks reasonably known to Wizzou.

No electronic system can be guaranteed to be entirely free from security risks and, unless expressly guaranteed in writing, Wizzou does not warrant absolute security.

26. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITY

The Customer is responsible for the lawful and appropriate use of the Services and for activities performed through accounts, infrastructure, applications or systems under its control.

The Customer shall comply with Wizzou's Acceptable Use Policy when using Services to which that Policy applies.

The Customer shall not use Wizzou's Services for unlawful, abusive, fraudulent, malicious or infringing purposes.

The Customer is responsible for taking reasonable measures to protect credentials, accounts and systems under its control against unauthorised access.

Where a Customer becomes aware of abuse, compromise or a security incident involving Wizzou Services, it shall notify Wizzou without unreasonable delay.

27. INDEMNIFICATION

The Customer shall indemnify Wizzou against reasonable third-party claims, damages, liabilities and costs resulting from:

unlawful Customer content;
unlawful or abusive use of the Services by the Customer;
infringement caused by materials supplied by the Customer;
the Customer's material violation of applicable law;
the Customer's material violation of the Acceptable Use Policy;

except to the extent that the relevant claim or damage was caused by Wizzou.

28. LIABILITY

Each party remains responsible for the proper performance of its obligations under the Agreement.

To the fullest extent permitted by applicable law, Wizzou is liable only for direct and foreseeable damage resulting from an attributable contractual failure by Wizzou.

Where the relevant Agreement has existed for less than six months, the limitation is calculated on the fees paid or payable for that shorter period.

The foregoing limitations do not apply to liability that cannot lawfully be limited or excluded, including liability arising from intentional misconduct where applicable.

29. TERMINATION

Either party may terminate an Agreement in accordance with the term, notice period and cancellation provisions specified in that Agreement.

If the Customer terminates a project for convenience before completion, the Customer remains liable for:

Services already performed;
completed milestones;
reasonable work in progress;
reserved resources already consumed;
non-cancellable third-party costs and commitments;
reasonable wind-down or cancellation costs directly resulting from the early termination.

Upon termination, all outstanding invoices and other amounts that have become due remain payable.

30. DATA AND SERVICE TERMINATION

The Customer is responsible for exporting data it requires before termination unless an Agreement expressly provides for post-termination migration or export assistance.

Any migration, export, handover or transition assistance requested from Wizzou may be charged at Wizzou's then-current rates unless included in the Agreement.

Wizzou may require outstanding invoices relating to migration, export or transition Services to be paid in accordance with the applicable Agreement.

Wizzou will not intentionally retain Customer-owned data solely as leverage for payment where doing so would conflict with applicable data protection or other mandatory law.

31. FORCE MAJEURE

Neither party is liable for a failure or delay caused by circumstances outside its reasonable control.

The affected party shall use reasonable efforts to limit the consequences and resume performance when reasonably possible.

Payment obligations relating to Services already supplied or third-party costs already incurred are not excused by force majeure.

32. SUBCONTRACTING

Wizzou may use employees, affiliated companies, freelancers, subcontractors and specialist suppliers to perform parts of the Services.

Wizzou remains responsible for its contractual obligations to the extent required by applicable law.

Where subcontractors process personal data on behalf of the Customer, applicable data protection requirements remain unaffected.

33. ASSIGNMENT

34. COMMUNICATION AND ELECTRONIC RECORDS

The parties agree that operational and contractual communication may take place electronically, including by email, customer portal, ticketing system or other agreed electronic means.

The Customer is responsible for keeping its billing, administrative, technical and contact information up to date.

35. CONSUMERS

Wizzou primarily provides Services to businesses. Where Wizzou nevertheless concludes an Agreement with a Consumer, all mandatory consumer-protection legislation remains fully applicable.

Where legally applicable, a Consumer entering into a distance contract has a statutory right of withdrawal.

36. CHANGES TO THESE GENERAL TERMS

Wizzou may update these General Terms and Conditions from time to time for future Agreements.

The version applicable at the time an Agreement is concluded remains applicable unless a later version is validly incorporated into that Agreement.

37. SEVERABILITY

If any provision of these General Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions remain in force.

Where legally possible, the invalid or unenforceable provision shall be interpreted or replaced by a valid provision that most closely reflects its lawful commercial purpose.

38. NO WAIVER

A failure or delay by Wizzou to exercise a contractual or legal right does not constitute a waiver of that right.

A waiver relating to one breach or circumstance does not constitute a waiver relating to any subsequent breach or circumstance.

39. ENTIRE AGREEMENT

This does not exclude liability for statements or conduct that cannot lawfully be excluded.

40. APPLICABLE LAW AND JURISDICTION

All Agreements with Wizzou are governed by Belgian law.

For Consumers, the mandatory jurisdiction and consumer-protection rules applicable under Belgian and European law remain unaffected.

1. DEFINITIONS

For the purposes of these General Terms and Conditions, the following definitions apply:

"Wizzou": Connexeon BV, trading under the name Wizzou, with registered office at Emiel Banningstraat 47 / 5, 2000 Antwerp, Belgium.
"Customer": any natural person, legal entity, organisation or undertaking that enters into, or intends to enter into, an Agreement with Wizzou.
"Business Customer": a Customer acting for purposes relating to its trade, business, craft or professional activity.
"Consumer": a natural person acting for purposes outside their trade, business, craft or professional activity.
"Agreement": any quotation, order, statement of work, subscription, service agreement or other agreement concluded between Wizzou and the Customer, together with these General Terms and Conditions and any documents expressly incorporated into it.
"Services": all services supplied by Wizzou, including but not limited to software development, web development, application development, design, consulting, digital marketing, automation, integrations, hosting, cloud and infrastructure services, system administration, domain names, licences, SaaS services, support and maintenance.
"Deliverables": any software, source code, designs, websites, applications, configurations, documentation, reports, content or other work product specifically created by Wizzou for the Customer under an Agreement.
"Wizzou Technology": all pre-existing or independently developed software, source code, frameworks, libraries, modules, components, templates, APIs, infrastructure, configurations, tools, methodologies, know-how and technology owned or controlled by Wizzou, including Wizzou's own platforms and SaaS products.
"Third-Party Services": any product, licence, software, platform, domain name, advertising service, cloud service, subscription, telecommunications service or other service supplied by a third party and procured, managed or integrated by Wizzou.
"Acceptable Use Policy": Wizzou's policy governing acceptable, prohibited and fair use of applicable Services, available at https://wizzou.com/acceptable-use-policy.

2. SCOPE AND APPLICATION

These General Terms and Conditions apply to all quotations, orders, Agreements, Services and Deliverables supplied by Wizzou unless expressly agreed otherwise in writing.

Any terms and conditions of the Customer are excluded unless Wizzou has expressly accepted them in writing.

Mandatory provisions of applicable law prevail over these General Terms and Conditions.

3. QUOTATIONS, ORDERS AND SCOPE

Unless stated otherwise, quotations issued by Wizzou remain valid for fifteen calendar days. Wizzou may withdraw or replace a quotation before acceptance.

The scope of an assignment is limited to the Services and Deliverables expressly described in the Agreement or accepted quotation.

4. CUSTOMER COOPERATION

The Customer shall provide Wizzou in a timely manner with all information, access, credentials, content, decisions, approvals and cooperation reasonably required to perform the Services.

The Customer is responsible for the accuracy, completeness and legality of information and materials supplied to Wizzou.

Where the Customer's approval is required, Wizzou may reasonably rely on approvals provided by persons who normally act as representatives or contacts for the Customer in relation to the project.

5. PROJECT INACTIVITY AND DELAYS

If a project is materially delayed because the Customer fails to provide required feedback, information, content, approval, access or other cooperation, Wizzou may place the project on hold.

Resumption of a project placed on hold is subject to Wizzou's then-current availability and may require replanning of the original delivery schedule.

Wizzou may charge reasonable costs associated with restarting, rescheduling or reassigning resources to an inactive project.

Wizzou may invoice Services already performed, completed milestones, work in progress, reserved capacity already consumed and committed third-party costs notwithstanding a Customer-caused delay.

6. DELIVERY AND ACCEPTANCE

Delivery dates and completion estimates are indicative unless expressly identified in writing as binding deadlines.

A reasonable delay does not entitle the Customer to cancel the Agreement, withhold payment or claim compensation.

The Customer shall inspect Deliverables within a reasonable period after delivery and shall promptly report any material deviation from the agreed specifications.

Unless otherwise agreed, complaints concerning visible defects or material non-conformities should be communicated in writing within ten working days after delivery or availability for review.

The Customer shall provide sufficient information to allow Wizzou to reproduce and investigate an alleged defect.

A complaint does not entitle the Customer to suspend payment of undisputed invoices or amounts.

Requests for modifications, additional functionality, changes in preference or functionality that was not part of the agreed scope are not defects and may be treated as additional work.

7. PRICES, EXPENSES AND THIRD-PARTY COSTS

Unless stated otherwise, all prices are expressed in euros and exclude VAT and other applicable taxes.

For ongoing Wizzou Services, Wizzou may periodically adjust pricing based on changes in operational costs, infrastructure costs, wages, supplier pricing, inflation or the scope of the Services.

8. NON-REFUNDABLE COSTS

Amounts that Wizzou has already irrevocably paid, committed or incurred on behalf of the Customer are non-refundable to the extent that Wizzou cannot reasonably recover them.

This includes, where applicable:

domain name registrations, renewals and transfers;
SSL certificates and other certificates;
software licences and subscriptions;
Microsoft 365 and similar cloud subscriptions;
hosting, cloud, infrastructure, telecommunications or connectivity commitments purchased from third parties;
advertising spend and media budgets already committed or spent;
transaction, setup, registry and activation fees;
custom or specifically ordered hardware;
third-party professional services or subcontractor costs that cannot be cancelled without charge;
other third-party products or services that are by their nature non-refundable.

Termination or cancellation by the Customer does not require Wizzou to reimburse work already performed, reserved capacity already consumed or non-recoverable third-party costs.

9. INVOICING AND PAYMENT

Invoices are payable by the due date stated on the invoice. Unless otherwise specified, invoices are payable within thirty calendar days from the invoice date.

Wizzou may require advance payment, recurring payment, milestone payments, a deposit or payment before commencement or delivery depending on the nature of the Services.

Any objection to an invoice must be communicated in writing as soon as reasonably possible and should clearly state the disputed amount and grounds for the objection.

The existence of a dispute concerning part of an invoice does not suspend the Customer's obligation to pay the undisputed portion.

Wizzou may allocate payments received to the oldest outstanding amounts first, including interest and recovery costs where permitted by law.

10. LATE PAYMENT

Where legally permitted, such amounts are due automatically from the relevant statutory date without the need for a separate notice of default.

For Consumers, mandatory Belgian rules concerning payment reminders, waiting periods, interest and recovery compensation apply and prevail over any incompatible provision of this section.

11. SUSPENSION FOR NON-PAYMENT

If an amount remains unpaid after its due date, Wizzou may, after reasonable notice where required by law or appropriate in the circumstances:

suspend ongoing development, support, maintenance or consulting work;
suspend access to SaaS products or managed platforms;
suspend hosting, infrastructure or managed services;
pause digital advertising or marketing campaigns;
withhold new Deliverables, releases, source-code transfers, credentials or administrative handovers that have not yet become due for delivery;
decline to purchase, renew or advance funds for Third-Party Services;
require payment of outstanding amounts before work resumes;
require advance payment or another reasonable form of payment security for future Services;
terminate the Agreement in accordance with these General Terms and Conditions.

Wizzou is not liable for consequences resulting from a lawful and proportionate suspension caused by the Customer's failure to fulfil its payment obligations.

Restoration of suspended Services may be subject to payment of outstanding amounts and reasonable costs directly associated with restoration.

12. RETENTION OF TITLE AND RIGHTS PENDING PAYMENT

All tangible goods supplied by Wizzou remain the property of Wizzou until all amounts due in relation to those goods have been paid in full, to the extent permitted by law.

Delivery, publication, deployment, installation or granting access to a Deliverable does not by itself constitute a transfer of intellectual property rights.

If payment remains outstanding and the temporary right of use is lawfully withdrawn, the Customer shall cease using the affected Deliverables following reasonable notice from Wizzou.

This section does not transfer ownership of Customer data, Customer trademarks, Customer content or other materials that belonged to the Customer independently of the Agreement.

13. INTELLECTUAL PROPERTY AND CUSTOM DEVELOPMENT

Unless an Agreement expressly provides otherwise, all intellectual property rights in Wizzou Technology remain exclusively vested in Wizzou or its licensors.

An assignment or licence of project-specific Deliverables does not include:

Wizzou Technology;
Wizzou's SaaS products, platforms or proprietary services;
pre-existing components;
general-purpose modules, libraries or packages;
development tools and internal tooling;
deployment, monitoring or infrastructure tooling not specifically assigned;
third-party software;
open-source software;
third-party fonts, images, stock assets, plugins or licences;
know-how, processes, methodologies, architectures or concepts capable of reuse independently of the Customer's specific Deliverable.

Open-source software and Third-Party Services remain subject to their respective licence terms.

14. SOURCE CODE AND DEVELOPMENT MATERIALS

Where source code is to be transferred to the Customer, Wizzou may withhold such transfer until all amounts relating to the relevant Deliverables have been paid in full.

15. SAAS PRODUCTS AND WIZZOU PLATFORMS

The Customer receives a limited, non-exclusive and non-transferable right to use the relevant service for the duration of the subscription and in accordance with the Agreement.

Customer-specific configurations, integrations or extensions do not create ownership in the underlying Wizzou platform unless expressly agreed otherwise.

Use of Wizzou SaaS products may additionally be subject to reasonable technical limits, usage limits and the Acceptable Use Policy where applicable.

16. CUSTOMER MATERIALS

The Customer retains ownership of trademarks, logos, content, data and other materials supplied by the Customer.

The Customer grants Wizzou a non-exclusive licence to use, reproduce, modify, process and technically adapt such materials to the extent necessary to perform the Agreement.

The Customer warrants that it has all permissions and rights necessary for Wizzou to use materials supplied by the Customer.

17. PORTFOLIO, REFERENCES AND MARKETING USE

Wizzou may describe its role in the project and the nature of Services performed.

Any separate confidentiality or non-disclosure agreement expressly entered into between the parties takes precedence over this section to the extent of a conflict.

The Customer may request reasonable adjustments where publication would create a legitimate confidentiality, security or regulatory concern.

18. DOMAIN NAMES

Domain registrations, renewals and transfers are subject to availability and to the rules, policies and technical procedures of the applicable registry, registrar and other relevant third parties.

An order, quotation or payment does not guarantee successful registration or transfer of a domain name.

The Customer is responsible for providing correct registration, ownership and contact information.

Wizzou may decline to renew a domain where the Customer has not paid the applicable renewal fees or other amounts required for that renewal.

19. THIRD-PARTY SERVICES

Third-Party Services are subject to the terms, availability, technical limitations and policies of their respective suppliers.

Where Wizzou procures a Third-Party Service on behalf of the Customer, Wizzou may require payment before placing or renewing the order.

The Customer accepts that functionality dependent on a Third-Party Service may change or cease to function where the relevant third party modifies or discontinues its service.

20. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

Unless otherwise agreed, a yearly subscription renews for successive periods of one year and a monthly subscription renews for successive periods of one month.

Wizzou is not required to send a separate reminder before each renewal unless such reminder is required by applicable law or expressly agreed in the Agreement.

The Customer remains responsible for monitoring its active subscriptions and notifying Wizzou of cancellation before the applicable cancellation deadline.

Cancellation takes effect at the end of the then-current subscription period unless otherwise agreed.

A subscription that has already renewed remains payable for the renewed period where Wizzou has already incurred, committed or cannot reasonably recover the corresponding costs.

Amounts already committed for a renewal to a third-party supplier remain payable and non-refundable where Wizzou cannot cancel or recover those amounts.

For Consumers, mandatory Belgian provisions concerning tacit renewal, information requirements and termination rights apply and prevail where applicable.

21. HOSTING, CLOUD AND INFRASTRUCTURE SERVICES

All hosting, cloud, infrastructure, networking, storage and related Services are subject to Wizzou's Acceptable Use Policy.

Unless expressly covered by a separate service level agreement, Wizzou does not guarantee uninterrupted or error-free availability.

Such measures may include traffic filtering, rate limiting, temporary isolation, blocking malicious traffic, restricting affected resources or suspending a workload where reasonably necessary.

Backup and disaster-recovery obligations apply only where such services are expressly included in the Agreement.

The existence of a backup service does not constitute a guarantee that every version of every item of data can be recovered.

Unless Wizzou expressly assumes sole backup responsibility under the Agreement, the Customer remains responsible for maintaining appropriate independent copies of critical business data.

22. SOFTWARE, SUPPORT AND MAINTENANCE

Unless ongoing maintenance or support is included in the Agreement, delivery of software does not include indefinite maintenance, upgrades, compatibility updates, monitoring or support.

Where support is provided, response and resolution times are targets unless expressly guaranteed in a service level agreement.

Software may depend on operating systems, browsers, APIs, frameworks, libraries, third-party packages and external platforms that change over time.

Work required because of changes introduced by third parties after delivery may be treated as additional work unless covered by an active maintenance agreement.

23. DIGITAL MARKETING AND ADVERTISING SERVICES

The Customer is responsible for ensuring that its products, services, offers, statements, promotions and advertising claims are lawful and accurate.

Advertising and media budgets are separate from Wizzou's professional fees unless expressly stated otherwise.

Advertising spend already incurred or committed is non-refundable.

Wizzou may suspend campaigns where the relevant advertising account, prepaid budget or invoice is not sufficiently funded.

24. CONFIDENTIALITY

Where disclosure is legally required and legally permitted, the receiving party shall reasonably endeavour to notify the other party before disclosure.

25. DATA PROTECTION

Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation where applicable.

Where Wizzou processes personal data on behalf of the Customer as a processor, the parties shall enter into or be subject to an appropriate data processing agreement where required by law.

Wizzou will implement reasonable technical and organisational security measures appropriate to the nature of the relevant Service and the risks reasonably known to Wizzou.

No electronic system can be guaranteed to be entirely free from security risks and, unless expressly guaranteed in writing, Wizzou does not warrant absolute security.

26. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITY

The Customer is responsible for the lawful and appropriate use of the Services and for activities performed through accounts, infrastructure, applications or systems under its control.

The Customer shall comply with Wizzou's Acceptable Use Policy when using Services to which that Policy applies.

The Customer shall not use Wizzou's Services for unlawful, abusive, fraudulent, malicious or infringing purposes.

The Customer is responsible for taking reasonable measures to protect credentials, accounts and systems under its control against unauthorised access.

Where a Customer becomes aware of abuse, compromise or a security incident involving Wizzou Services, it shall notify Wizzou without unreasonable delay.

27. INDEMNIFICATION

The Customer shall indemnify Wizzou against reasonable third-party claims, damages, liabilities and costs resulting from:

unlawful Customer content;
unlawful or abusive use of the Services by the Customer;
infringement caused by materials supplied by the Customer;
the Customer's material violation of applicable law;
the Customer's material violation of the Acceptable Use Policy;

except to the extent that the relevant claim or damage was caused by Wizzou.

28. LIABILITY

Each party remains responsible for the proper performance of its obligations under the Agreement.

To the fullest extent permitted by applicable law, Wizzou is liable only for direct and foreseeable damage resulting from an attributable contractual failure by Wizzou.

Where the relevant Agreement has existed for less than six months, the limitation is calculated on the fees paid or payable for that shorter period.

The foregoing limitations do not apply to liability that cannot lawfully be limited or excluded, including liability arising from intentional misconduct where applicable.

29. TERMINATION

Either party may terminate an Agreement in accordance with the term, notice period and cancellation provisions specified in that Agreement.

If the Customer terminates a project for convenience before completion, the Customer remains liable for:

Services already performed;
completed milestones;
reasonable work in progress;
reserved resources already consumed;
non-cancellable third-party costs and commitments;
reasonable wind-down or cancellation costs directly resulting from the early termination.

Upon termination, all outstanding invoices and other amounts that have become due remain payable.

30. DATA AND SERVICE TERMINATION

The Customer is responsible for exporting data it requires before termination unless an Agreement expressly provides for post-termination migration or export assistance.

Any migration, export, handover or transition assistance requested from Wizzou may be charged at Wizzou's then-current rates unless included in the Agreement.

Wizzou may require outstanding invoices relating to migration, export or transition Services to be paid in accordance with the applicable Agreement.

Wizzou will not intentionally retain Customer-owned data solely as leverage for payment where doing so would conflict with applicable data protection or other mandatory law.

31. FORCE MAJEURE

Neither party is liable for a failure or delay caused by circumstances outside its reasonable control.

The affected party shall use reasonable efforts to limit the consequences and resume performance when reasonably possible.

Payment obligations relating to Services already supplied or third-party costs already incurred are not excused by force majeure.

32. SUBCONTRACTING

Wizzou may use employees, affiliated companies, freelancers, subcontractors and specialist suppliers to perform parts of the Services.

Wizzou remains responsible for its contractual obligations to the extent required by applicable law.

Where subcontractors process personal data on behalf of the Customer, applicable data protection requirements remain unaffected.

33. ASSIGNMENT

34. COMMUNICATION AND ELECTRONIC RECORDS

The parties agree that operational and contractual communication may take place electronically, including by email, customer portal, ticketing system or other agreed electronic means.

The Customer is responsible for keeping its billing, administrative, technical and contact information up to date.

35. CONSUMERS

Wizzou primarily provides Services to businesses. Where Wizzou nevertheless concludes an Agreement with a Consumer, all mandatory consumer-protection legislation remains fully applicable.

Where legally applicable, a Consumer entering into a distance contract has a statutory right of withdrawal.

36. CHANGES TO THESE GENERAL TERMS

Wizzou may update these General Terms and Conditions from time to time for future Agreements.

The version applicable at the time an Agreement is concluded remains applicable unless a later version is validly incorporated into that Agreement.

37. SEVERABILITY

If any provision of these General Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions remain in force.

Where legally possible, the invalid or unenforceable provision shall be interpreted or replaced by a valid provision that most closely reflects its lawful commercial purpose.

38. NO WAIVER

A failure or delay by Wizzou to exercise a contractual or legal right does not constitute a waiver of that right.

A waiver relating to one breach or circumstance does not constitute a waiver relating to any subsequent breach or circumstance.

39. ENTIRE AGREEMENT

This does not exclude liability for statements or conduct that cannot lawfully be excluded.

40. APPLICABLE LAW AND JURISDICTION

All Agreements with Wizzou are governed by Belgian law.

For Consumers, the mandatory jurisdiction and consumer-protection rules applicable under Belgian and European law remain unaffected.

Build

Grow

Scale

1. DEFINITIONS

2. SCOPE AND APPLICATION

3. QUOTATIONS, ORDERS AND SCOPE

4. CUSTOMER COOPERATION

5. PROJECT INACTIVITY AND DELAYS

6. DELIVERY AND ACCEPTANCE

7. PRICES, EXPENSES AND THIRD-PARTY COSTS

8. NON-REFUNDABLE COSTS

9. INVOICING AND PAYMENT

10. LATE PAYMENT

11. SUSPENSION FOR NON-PAYMENT

12. RETENTION OF TITLE AND RIGHTS PENDING PAYMENT

13. INTELLECTUAL PROPERTY AND CUSTOM DEVELOPMENT

14. SOURCE CODE AND DEVELOPMENT MATERIALS

15. SAAS PRODUCTS AND WIZZOU PLATFORMS

16. CUSTOMER MATERIALS

17. PORTFOLIO, REFERENCES AND MARKETING USE

18. DOMAIN NAMES

19. THIRD-PARTY SERVICES

20. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

21. HOSTING, CLOUD AND INFRASTRUCTURE SERVICES

22. SOFTWARE, SUPPORT AND MAINTENANCE

23. DIGITAL MARKETING AND ADVERTISING SERVICES

24. CONFIDENTIALITY

25. DATA PROTECTION

26. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITY

27. INDEMNIFICATION

28. LIABILITY

29. TERMINATION

30. DATA AND SERVICE TERMINATION

31. FORCE MAJEURE

32. SUBCONTRACTING

33. ASSIGNMENT

34. COMMUNICATION AND ELECTRONIC RECORDS

35. CONSUMERS

36. CHANGES TO THESE GENERAL TERMS

37. SEVERABILITY

38. NO WAIVER

39. ENTIRE AGREEMENT

40. APPLICABLE LAW AND JURISDICTION

Build

Grow

Scale

1. DEFINITIONS

2. SCOPE AND APPLICATION

3. QUOTATIONS, ORDERS AND SCOPE

4. CUSTOMER COOPERATION

5. PROJECT INACTIVITY AND DELAYS

6. DELIVERY AND ACCEPTANCE

7. PRICES, EXPENSES AND THIRD-PARTY COSTS

8. NON-REFUNDABLE COSTS

9. INVOICING AND PAYMENT

10. LATE PAYMENT

11. SUSPENSION FOR NON-PAYMENT

12. RETENTION OF TITLE AND RIGHTS PENDING PAYMENT

13. INTELLECTUAL PROPERTY AND CUSTOM DEVELOPMENT

14. SOURCE CODE AND DEVELOPMENT MATERIALS

15. SAAS PRODUCTS AND WIZZOU PLATFORMS

16. CUSTOMER MATERIALS

17. PORTFOLIO, REFERENCES AND MARKETING USE

18. DOMAIN NAMES

19. THIRD-PARTY SERVICES

20. SUBSCRIPTIONS AND AUTOMATIC RENEWAL

21. HOSTING, CLOUD AND INFRASTRUCTURE SERVICES

22. SOFTWARE, SUPPORT AND MAINTENANCE

23. DIGITAL MARKETING AND ADVERTISING SERVICES

24. CONFIDENTIALITY

25. DATA PROTECTION

26. ACCEPTABLE USE AND CUSTOMER RESPONSIBILITY

27. INDEMNIFICATION

28. LIABILITY

29. TERMINATION

30. DATA AND SERVICE TERMINATION

31. FORCE MAJEURE

32. SUBCONTRACTING

33. ASSIGNMENT

34. COMMUNICATION AND ELECTRONIC RECORDS