Terms & Conditions

Unless otherwise specified, offers are valid for 30 days. Any additional work not covered by the offer will be charged separately based on time and materials.

VAT and other taxes or duties, communication costs, translation, training, travel and accommodation costs, and any other demonstrable additional costs are not included in the prices or rates, unless explicitly stated otherwise. Unless agreed otherwise, shipping costs are not included in the price. 

Express delivery costs and surcharges for urgent services are always borne by the Client. Any additional service provided by RealDev at the Client’s request will be immediately invoiced separately at the rates in effect at that time. 

License fees and other recurring charges will be indexed annually on the contract anniversary date using the following formula: New fee = old fee [0.2 + 0.8 × (Agoria salary cost index for digital sector companies for year n+1) / (Agoria salary cost index for year n)]. 

If the provision of goods and/or services is not completed at the time the contract is signed, RealDev reserves the right to adjust the agreed price in case of a significant change in one or more cost elements (e.g., supplier rates or salary costs), if this change results in a price increase of 20% or more. The Client may then cancel the contract for undelivered products or services by registered letter with acknowledgment of receipt within five (5) working days of being notified of the new price. No compensation will be owed.

If the Client does not respond in writing within this period, they are deemed to have accepted the new prices.

If the initial schedule is delayed due to the Client, the Client must notify RealDev within two (2) weeks of becoming aware of the delay. If this condition is not met, RealDev reserves the right to claim penalties for the mobilization of resources, calculated as: Hourly rate of each mobilized person × number of delayed days.

Product delivery is made at the Client’s site. The arrangement and adaptation of the location(s) where the products and/or services are delivered are the responsibility and at the risk of the Client. The Client is liable for any damage to equipment and/or software, as well as additional costs incurred by RealDev due to late, incorrect, or insufficient execution.

Risks associated with the equipment are transferred to the Client upon delivery. The Client shall insure these risks at their own expense.  

Upon delivery, the Client must immediately report any discrepancy (positive or negative) regarding the number of packages and any visible transport damage on the carrier’s delivery note. Signing the delivery note without comment confirms the Client’s acceptance of the number of packages received and the absence of visible transport damage.

Missing boxes or packaging are considered shortages. RealDev is only liable for a shortage if the Client notes the missing box or packaging on the carrier’s delivery note. Any complaint concerning the contents of a shipment must be submitted in writing within 48 hours of delivery, after which RealDev will examine the complaint.

If the complaint is unfounded, RealDev reserves the right to refuse further deliveries or replacements. All delivered products must be accepted upon delivery by the carrier. Delivery dates are indicative only. Schedules, deadlines, and delivery dates mentioned by RealDev in written documents are based on assumptions made by RealDev. RealDev is not liable for any damages incurred by the Client due to untimely delivery. Since delivery depends on a number of uncertain factors, all such deadlines and delivery dates are merely indicative. Any delay does not entitle the Client to compensation or termination of the contractual relationship.  

Any defect or non-compliance during the warranty period must be reported within five (5) working days of its discovery.  

All payments must be made within 30 days of the invoice issuance date, without discount or compensation, unless otherwise agreed in writing.  

Invoices must be disputed within 15 days of their issuance date, failing which they will be deemed accepted. If a portion of the invoice is disputed in good faith, the undisputed portion shall be paid immediately. Once the dispute is resolved, all amounts due to RealDev, including the interest mentioned above, shall be paid from the original due date.  

In the event of late payment, an interest of at least 1% per month shall be due automatically by the sole expiration of the payment term (in accordance with Art. 5.233 of the Civil Code), with each month begun counted as a full month.  

Once RealDev has completed its services, it will notify the Client. The parties will conduct tests on an agreed date to determine whether the order was executed in accordance with the technical specifications, each party bearing its own related costs. If the tests reveal non-compliance with the contract, RealDev shall remedy the deficiency(ies) as soon as possible. Further tests will then be conducted, unless the defect(s) are minor. Delivery occurs once the tests confirm compliance. If the parties have agreed that no tests will be performed, delivery is deemed to occur when the Client receives written notice from RealDev that the order has been delivered.

If the Client has also tasked RealDev with installing the order, delivery occurs after installation. Any objection must be reported in writing to RealDev during the installation.  

The Client is not permitted to put the work (or any part of it) into operation before delivery. If they do so without written authorization from RealDev, they are deemed to have accepted the work. RealDev is then released from any obligation to conduct tests.

In any case, RealDev will issue a handover document at the end of the project. If no response or signature is received from the Client within two weeks, RealDev will consider the document as accepted and signed, and may proceed with invoicing.

Following handover, the Client may request a warranty period, which must be mutually agreed upon.  

The Client is solely responsible for ensuring that the devices and/or software meet the specific performance goals they intend, if these goals are not part of the technical specifications in the contractual documentation. If the Client selected the wrong product or provided insufficient product specifications in the purchase order, RealDev shall not be obligated to take back or exchange the non-compliant product. It is the Client’s responsibility to fully inform themselves about the characteristics, handling, features, usage limitations, and potential issues related to the adaptation, installation/integration, and extension of the devices and/or software.  

The Client guarantees that all information and documentation provided to RealDev for the execution of services is free of third-party intellectual property rights. The Client shall hold RealDev harmless against any loss, damage, cost, expense, or other claim resulting from an infringement of third-party intellectual property rights.

Delivery by RealDev does not imply the transfer of intellectual property rights.

As part of the service provision, RealDev may deliver two types of software:

• Third-party-owned software. If the software is owned by a third party—either purchased directly by the Client or supplied by RealDev—then the delivery terms, licenses, warranties, support conditions, and other contractual terms imposed by the third-party vendor shall apply. RealDev does not accept any additional obligations in this regard. The Client shall review and accept these terms in due time, and sign them if necessary. Regarding third-party software, RealDev will provide the Client with all relevant information, manuals, and documentation obtained from the vendor, in the language specified in the offer. In such cases, the Client receives a non-transferable, non-exclusive right to use the software under the third-party vendor’s conditions.
• Software owned by RealDev. For standard software developed and owned by RealDev, these general terms and conditions shall apply.

All intellectual property rights to software components, methodologies, models, specifications, modules, and documentation remain the property of RealDev. Any additions or improvements made to the software or documentation by RealDev will remain the exclusive property of RealDev. The usage rights to these elements are subject to the same conditions as the software itself.

Unless otherwise stipulated, the Client may only use the software within the scope of its internal business operations. The Client may not sublicense, distribute, or otherwise make the software available to any third party, partner, affiliate, or parent company. Licensing the software to a controlled subsidiary is only permitted if explicitly agreed in the master or license agreement. The Client and its personnel are not authorized to modify or adapt the software, distribute it, or allow third-party access, even if the source code is hosted on the Client’s premises.  

The Client is prohibited from:

• Decompiling, modifying, or reverse engineering the software, or having a third party do so;
• Sharing, disclosing, renting, or transferring the software or documentation, in whole or in part, to third parties in any form;
• Using third-party software delivered by RealDev outside the scope of intended normal use as stipulated herein;
• Removing or altering any protection mechanisms in the software. If deactivation is necessary, RealDev will handle it.  

Unless explicitly stated in the contract, the indicated price does not include delivery, installation, training, special documentation, or other software-related services.

The Client is only allowed to make copies of the software if explicitly authorized in a license agreement. The Client guarantees that the software and any related materials will be treated as trade secrets belonging to RealDev or the software developer.  

If the Client fails to meet its obligations under this article, it shall owe compensation of €25,000 as a flat-rate penalty. If actual damages exceed this amount, RealDev may prove and claim the full amount.  

RealDev also reserves the right to terminate the contract without notice and request the immediate return of the software and all related items.  

The Client authorizes RealDev to use its name and logo for internal and commercial purposes. Any press releases or publications where only the Client’s name and logo are explicitly used (rather than general overviews of clients) will be notified in advance to the Client.

If the Client cancels the order in whole or in part, or fails to accept all or part of the products or services, RealDev is entitled to either terminate the contract or demand its execution, and to claim a flat-rate compensation of at least 50% of the order value or the non-fulfilled portion thereof. This is without prejudice to the right to claim actual damages if higher. If the Client fails to perform any contractual obligation, RealDev also has the right—after serving a notice of default that remains unheeded—to terminate the contract and seek compensation.

RealDev may terminate the contract without prior notice or compensation in the following cases:

• The Client is declared bankrupt;
• The Client is placed under temporary administration;
• A third-party seizure is carried out on all or part of the Client's assets;
• The Client's solvency is otherwise compromised, jeopardizing the continuity of services;
• The Client commits an act that seriously harms RealDev’s reputation;
• A force majeure event lasts for more than 30 days.

Throughout the duration of RealDev’s service provision and for a period of 12 months following its termination, the Client agrees, unless previously authorized in writing by RealDev, not to hire, directly or indirectly, any member of RealDev’s staff, agent, representative, or independent collaborator who was involved in the execution of the contract, nor to have them perform any work outside the scope of the contract between RealDev and the Client.

Any violation of this clause, regardless of the manner, shall result in fixed compensation equivalent to two years of the gross salary of the concerned staff member, agent, representative, or collaborator.

Force majeure refers to abnormal and unforeseeable events that prevent one of the parties from fulfilling its obligations or make their execution unreasonably burdensome, provided that these events are not due to any fault of the affected party. Such events include, but are not limited to, disruptions in telecommunications systems, decisions by authorities, pandemics, acts of (cyber)terrorism, labor disputes, fire, mobilization, requisition, embargo, currency transfer restrictions, uprisings, lack of transport means, general supply shortages, or energy usage restrictions, whether suffered by a party or its suppliers or subcontractors.

The party invoking such circumstances must notify the other party in writing without delay, both of the occurrence and the end of the event. The execution of the contract is suspended for the duration of the force majeure, with the possibility to terminate the contract early if such conditions persist for more than [30 days].

The occurrence of any such events releases both RealDev and the Client from liability.

Unless otherwise expressly agreed, RealDev’s obligations are best-efforts obligations. The Client is responsible for the accuracy and completeness of the documentation and information it provides.

In the context of the execution of the services, RealDev can only be held liable for its gross negligence, to the exclusion of any liability for any form of indirect damage (including loss of profit, loss of income, data, clientele or capital, interruption of work, increase in overheads or personnel costs, disruption of planning, ...) and for any action whatsoever brought by third parties against RealDev. Also excluded are any actions for damage caused by the use of the delivered product, by third party hardware or software, such as viruses, or any other element in the Client's company. RealDev is also not liable for damages due in whole or in part to a failure on the part of the Client itself or third parties, or which they could have avoided or limited. The Client is responsible for taking the necessary measures in terms of security, backup and overall management of its IT system. The Client guarantees RealDev against any action by third parties in this respect.

RealDev's liability shall in any event be limited to the lower of the following amounts: (i) either 10% of the amount owed by the Client paid for the services during the months preceding the commencement of the action, (ii) or an amount of €5,000. The Customer indemnifies the Service Provider against all actions by third parties based on or related to the performance of the assignment.

To the extent permitted by law, any action for extra-contractual liability by the Client against employees and/or directors of RealDev acting as auxiliaries in the performance of the contract for damages caused by the non-performance of these contractual obligations is excluded. These auxiliaries may, as third-party beneficiaries, invoke this clause.

The Customer is entirely responsible for developing procedures that will enable it to recover lost or modified files, data or programmes at any time, regardless of the cause of the loss or modification. The Client must at least have the necessary backup copies of its IT programs, files and data at all times.  

RealDev's services comply with the legal requirements in terms of cyber security, insofar as these are applicable. RealDev's liability is otherwise limited to the installation of antivirus programs expressly ordered by the Client from RealDev.

The parties shall implement the technical and organisational security measures necessary to ensure the confidentiality, integrity, availability and resilience:  

1. networks and information systems and to protect users of these systems and other persons affected by cyber incidents;  
2. confidential information, including personal data, in order to protect it against unauthorised access, loss, theft, misuse or any other form of unlawful processing or disclosure.  

When implementing the necessary technical and organisational measures, the parties shall take into account (i) the state of the art; (ii) the implementation costs associated with such measures; (iii) the nature, scope and purpose of the agreement; (iv) the risks in the event of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or unauthorised access to, the Confidential Information transmitted, stored or otherwise processed; and (v) the likelihood that the Cyber Incident will affect the Confidential Information.  

In the event of a cyber incident, such as any event having a material adverse effect on the security of networks and information systems and on confidential information, the Party concerned shall immediately notify the other Party of the cyber incident as soon as it becomes aware of it. This Party shall provide all available information on the nature and extent of the cyber incident, as well as on the measures taken to combat the cyber incident and mitigate the damage. If personal data is the subject of a cyber incident, the party concerned shall comply with the obligations under Articles 33 and 34 of the General Data Protection Regulation 2016/679 on notification of a personal data breach.

The Customer undertakes to comply with all applicable import and export regulations within and outside the EU and releases RealDev from any liability in case of violation of applicable regulations.

RealDev is committed to an approach of social and environmental responsibility (ESG), aimed at integrating environmental, social and governance issues into all its activities.

In this context, RealDev encourages all its partners, suppliers and customers to adopt sustainable, ethical and transparent practices, particularly in terms of :

• Reducing the environmental footprint (energy, waste, transport, etc.);
• Working conditions that respect human rights;
• Anti-corruption measures and compliance with governance standards.

The Client declares that it has been informed of this policy and undertakes, as far as possible, to cooperate in a manner consistent with these objectives, in particular by favouring responsible practices in the performance of this contract.

RealDev reserves the right to prioritise, in its commercial relations, partners demonstrating an active commitment to an ESG approach.

The Client and RealDev undertake to prevent and avoid any situation of conflict of interest in the performance of these General Terms and Conditions of Sale.

Each Party declares that, to its knowledge, none of its employees, directors, corporate officers or subcontractors is in a situation of direct or indirect conflict of interest likely to alter its impartiality, objectivity or independence vis-à-vis the other Party.

In the event of the occurrence or reasonable suspicion of a conflict of interest, the Party concerned undertakes to inform the other Party immediately, to provide all relevant information and to take the necessary measures to remedy the situation without delay.

Failure to comply with this agreement may result in the automatic resiliation of the contract, without prejudice to any damages.

RealDev's failure to exercise any of its rights will not result in any waiver or extinguishment of that right and will not affect any other right of RealDev acquired under this agreement.  

This agreement is binding upon the parties, their successors and assigns.  

The managers of ordinary partnerships are jointly and severally liable to pay the amounts owed by their company to RealDev.

Without prior mutual consent, the parties are not entitled to assign the rights and obligations arising from this contract to third parties. However, this prohibition does not exclude RealDev's right to assign claims. 

If any provision of these general terms and conditions or of the contract to which they apply were to be declared, in whole or in part, illegal, null or unenforceable under the applicable law, this would not result in the nullity, illegality or unenforceability of the other provisions of these general terms and conditions or of the contract. The parties will endeavour to replace the provision concerned by a valid provision with a similar economic objective.

The contracts are subject to Belgian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.  

The Client undertakes, under penalty of foreclosure, to submit any complaint concerning the performance of the contract to RealDev before taking any legal action.  

RealDev has 1 month to examine the merits of the complaints.  

Any dispute arising from this contract shall fall within the exclusive jurisdiction of the Courts of Brussels.