STANDARD TERMS AND CONDITIONS OF SALE
Effective Date: 07/2025
Last Updated: 07/2025
These Terms and Conditions govern all services provided by FOCIZZ, operating under CS Enterprise Group BV. By engaging our services, you agree to these terms in full.
1. General Terms
The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
These Terms and Conditions apply to all quotations, proposals, service agreements, and deliverables provided by FOCIZZ, whether provided as one-time projects or ongoing engagements.
2. Services and Scope
2.1 Service Agreement
All services are provided based on mutually agreed scope, deliverables, timelines, and pricing as outlined in the service proposal, quotation, or order confirmation ("Service Agreement"). The Service Agreement, together with these Terms and Conditions, constitutes the complete agreement between FOCIZZ and the client.
2.2 Custom Packages
FOCIZZ provides custom, value-based service packages tailored to each client's needs. Services may include but are not limited to:
- Strategy development and business consulting
- Administrative support and operational management
- Content creation and copywriting
- Branding and visual identity services
- ODOO and Shopify implementation and support
2.3 Scope Changes
Any changes to the agreed scope of work must be requested in writing and approved by FOCIZZ before implementation. Additional work outside the original scope will be subject to additional fees, communicated and agreed upon in advance through a formal change order.
2.4 Service Delivery Standards
FOCIZZ undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. FOCIZZ provides professional services based on industry best practices but does not guarantee specific business outcomes, revenue increases, or other measurable results unless explicitly stated in writing.
FOCIZZ cannot, under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
2.5 On-Site Services and Travel
For on-site services including meetings, training, implementation support, or any client-requested in-person work, billable time begins upon departure from the FOCIZZ office (or designated starting location) and ends upon return, including both outbound and return travel time.
Travel time is calculated based on standard estimated journey duration (using Google Maps or similar routing tools at time of booking), not actual time traveled. Delays due to traffic, road conditions, or other unforeseen circumstances are absorbed by FOCIZZ and will not result in additional charges.
All standard travel costs (fuel, mileage, parking, tolls, local transportation) are included in the billable rate.
For engagements requiring overnight accommodation, long-distance train/air travel, or travel beyond 150km from Deinze, these costs will be agreed separately in advance and invoiced at cost.
Estimated travel time will be communicated during project scoping.
3. Client Responsibilities
3.1 Cooperation and Information
The client agrees to:
- Provide timely access to necessary information, systems, accounts, and personnel
- Respond to requests for feedback, approvals, and decisions within agreed timeframes
- Ensure accuracy and completeness of all information provided to FOCIZZ
- Designate a primary point of contact for project communication
3.2 Client-Caused Delays
If project timelines are delayed due to client failure to provide necessary information, access, feedback, or approvals, FOCIZZ reserves the right to:
- Extend project deadlines proportionally
- Adjust pricing if delays require additional resource allocation
- Pause work until client obligations are fulfilled
Delays exceeding thirty (30) days may result in project termination at FOCIZZ's discretion, with payment due for all work completed to date.
4. Payment Terms
4.1 Standard Payment Terms
Our invoices are payable within 14 days from invoice date, unless another payment timeframe is indicated on either the invoice or the Service Agreement. Payment terms may be extended to 30 days upon written request and approval by FOCIZZ prior to service commencement.
4.2 Deposits and Payment Schedules
For project-based work, FOCIZZ may require:
- An upfront deposit (typically 30-50% of total project value) before work commences
- Milestone-based payments for multi-phase projects as outlined in the Service Agreement
- Monthly invoicing for ongoing retainer or support services
- Full prepayment for certain engagements based on project scope, client payment history, or financial risk assessment
Payment structure is determined during project scoping and will be clearly outlined in the Service Agreement.
4.3 Late Payment Consequences
In the event of non-payment by the due date:
- Interest Charges: FOCIZZ reserves the right to apply a fixed interest payment amounting to 10% of the sum remaining due, automatically applied 10 days after the payment due date.
- Service Suspension: FOCIZZ is authorized to suspend any provision of services immediately upon non-payment by the due date, without prior warning.
- Collection and Recovery Costs: Any costs incurred for payment reminders ("aanmaningen"), collection procedures, legal expenses, court costs, or third-party debt recovery services will be charged to the client in addition to the outstanding amount and interest.
4.4 Formal Debt Recovery
If payment remains outstanding more than fourteen (14) days after the due date, FOCIZZ reserves the right to engage third-party debt recovery services or pursue legal action. All legal expenses, court costs, and collection agency fees will be payable by the client.
4.5 Partial Payments
Partial payments will be applied first to collection costs and legal fees, then to accrued interest, and finally to the principal amount due.
5. Tax Obligations
Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can FOCIZZ become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to FOCIZZ in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
All prices quoted are exclusive of VAT unless otherwise stated. The client is responsible for any applicable sales tax, VAT, or other taxes in their jurisdiction.
6. Intellectual Property Rights
6.1 Ownership of Deliverables
Upon full payment of all fees due, the client receives ownership of final deliverables specifically created for the client as part of the agreed scope, including but not limited to:
- Written content, copy, and documentation
- Brand guidelines and visual identity materials
- Strategic plans and business documents
- Custom configurations and implementations
6.2 FOCIZZ Retained Rights
FOCIZZ retains ownership of:
- All methodologies, processes, frameworks, and templates used in service delivery
- Pre-existing intellectual property and proprietary tools
- Work-in-progress materials if final payment has not been received
- The right to use project outcomes as portfolio pieces, case studies, or marketing materials (with client confidential information redacted) unless otherwise agreed in writing
6.3 Third-Party Materials
Any third-party software, platforms, stock images, fonts, or other materials incorporated into deliverables remain the property of their respective owners. The client is responsible for obtaining and maintaining necessary licenses for third-party tools and platforms (e.g., ODOO, Shopify, domain registrations).
6.4 License Grant
For any FOCIZZ proprietary materials included in deliverables, FOCIZZ grants the client a non-exclusive, non-transferable license to use such materials solely for the client's internal business purposes.
7. Confidentiality and Data Protection
7.1 Confidential Information
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement, including but not limited to:
- Business strategies, financial information, and trade secrets
- Customer data, pricing information, and internal processes
- Unpublished content, designs, and strategic plans
This obligation survives termination of the service relationship and continues for a period of three (3) years.
7.2 GDPR Compliance
FOCIZZ is committed to compliance with the General Data Protection Regulation (GDPR) and Belgian data protection laws. Personal data provided by the client will be processed in accordance with our Privacy Policy, available at www.focizz.be/privacy-policy.
7.3 Data Security
FOCIZZ implements reasonable technical and organizational measures to protect client data. However, the client acknowledges that no data transmission or storage system is completely secure, and FOCIZZ cannot guarantee absolute security.
7.4 Data Retention
Client data and project files will be retained for a period of seven (7) years in accordance with Belgian accounting and legal requirements, after which they may be securely destroyed.
8. Limitation of Liability
8.1 Liability Cap
FOCIZZ's total aggregate liability for any claims arising out of or related to services provided shall not exceed the total amount paid by the client to FOCIZZ for the specific services giving rise to the claim, calculated over the twelve (12) months preceding the claim.
8.2 Excluded Damages
In no event shall FOCIZZ be liable for:
- Indirect, incidental, consequential, or punitive damages
- Loss of profits, revenue, data, or business opportunities
- Costs of procurement of substitute services
- Damages resulting from client's implementation decisions or use of deliverables
8.3 Client Implementation Responsibility
The client acknowledges that FOCIZZ provides recommendations, strategies, and implementation support, but the client retains sole responsibility for business decisions and their outcomes. FOCIZZ is not liable for results achieved or not achieved through implementation of recommended strategies.
8.4 Third-Party Services
FOCIZZ is not responsible for the performance, availability, or security of third-party platforms, software, or services (including but not limited to ODOO, Shopify, hosting providers, or payment processors), even when FOCIZZ provides implementation or configuration services for such platforms.
9. Force Majeure
FOCIZZ shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:
- Acts of God, natural disasters, pandemics, or public health emergencies
- War, terrorism, civil unrest, or government actions
- Internet or telecommunications failures
- Illness or incapacity of key personnel
- Strikes, labor disputes, or supply chain disruptions
In the event of force majeure, FOCIZZ will notify the client as soon as reasonably practicable and will make reasonable efforts to minimize the impact. If force majeure conditions persist for more than thirty (30) days, either party may terminate the agreement without penalty, with payment due for work completed to date.
10. Right to Decline and Terminate Services
10.1 Right to Decline Services
FOCIZZ reserves the right to decline any collaboration, partnership, or service engagement at its sole discretion without obligation to provide reasons for such decision. This right may be exercised at any stage of the inquiry, consultation, or negotiation process.
10.2 Client Qualification
FOCIZZ conducts client qualification assessments to ensure mutual compatibility and service effectiveness. Factors considered may include project scope, timeline expectations, budget alignment, communication style, and overall business fit.
10.3 Termination by FOCIZZ
FOCIZZ may terminate any ongoing service agreement or collaboration with thirty (30) days written notice to the client.
In cases where immediate termination is necessary due to breach of terms, non-payment, abusive behavior, or circumstances that compromise service quality or FOCIZZ's reputation, FOCIZZ may terminate services immediately without notice.
Upon termination by FOCIZZ:
- The client will be invoiced for all work completed to the date of termination
- FOCIZZ will provide work-in-progress materials in their current state upon receipt of final payment
- Any prepaid fees for services not yet rendered will be refunded on a pro-rata basis
10.4 Termination by Client
The client may terminate services with thirty (30) days written notice. Upon termination by the client:
- The client remains liable for payment of all services rendered up to the termination date
- No refunds will be provided for prepaid services, deposits, or completed work
- FOCIZZ will deliver completed work and work-in-progress upon receipt of all outstanding payments
- Any ongoing monthly or retainer agreements will conclude at the end of the notice period
10.5 Immediate Termination for Cause
Either party may terminate immediately for material breach of these Terms and Conditions, provided written notice of the breach is given and the breaching party fails to cure within ten (10) days.
11. Warranties and Disclaimers
11.1 Professional Standards
FOCIZZ warrants that all services will be performed in a professional and workmanlike manner, consistent with industry standards and best practices.
11.2 No Guarantee of Results
FOCIZZ does not warrant or guarantee:
- Specific business outcomes, revenue increases, or performance metrics
- Search engine rankings, social media engagement, or marketing campaign results
- System uptime or performance of third-party platforms
- Compatibility with future software updates or platform changes
11.3 Client Content Warranty
The client warrants that all content, materials, and information provided to FOCIZZ:
- Do not infringe on any third-party intellectual property rights
- Are accurate and complete
- Comply with all applicable laws and regulations
The client agrees to indemnify FOCIZZ against any claims arising from client-provided content.
12. Claims and Notifications
In order for it to be admissible, FOCIZZ must be notified of any claim by means of a letter sent by recorded delivery to its registered office at Georges Martensstraat 24, 9800 Deinze, Belgium, or by email to claudia@focizz.com within 8 days of the delivery of the goods or the provision of the services.
Claims submitted after this period will not be considered. All claims must include:
- Detailed description of the issue
- Supporting documentation or evidence
- Specific remedy requested
FOCIZZ will respond to valid claims within fourteen (14) business days.
13. Dispute Resolution
13.1 Good Faith Negotiation
In the event of any dispute arising out of or relating to these Terms and Conditions or services provided, the parties agree to first attempt to resolve the dispute through good faith negotiation.
13.2 Mediation
If negotiation does not resolve the dispute within thirty (30) days, the parties agree to attempt mediation before a mutually agreed mediator in Belgium before pursuing litigation.
13.3 Governing Law and Jurisdiction
All our contractual relations will be governed exclusively by Belgian law.
Any disputes that cannot be resolved through negotiation or mediation shall be subject to the exclusive jurisdiction of the courts of Ghent, Belgium. All proceedings shall be conducted in Dutch or English as agreed by the parties.
14. General Provisions
14.1 Entire Agreement
These Terms and Conditions, together with any Service Agreement, quotation, or order confirmation, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
14.2 Amendments
FOCIZZ reserves the right to update these Terms and Conditions at any time. Updated terms will be posted at www.focizz.be/terms and will apply to all services commenced after the effective date of the update. Clients will be notified of material changes via email.
14.3 Severability
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.4 Waiver
Failure by FOCIZZ to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision or any other provision.
14.5 Assignment
The client may not assign or transfer any rights or obligations under these Terms and Conditions without prior written consent from FOCIZZ. FOCIZZ may assign its rights and obligations to any affiliate or successor entity.
14.6 Independent Contractor
FOCIZZ operates as an independent contractor. Nothing in these Terms and Conditions creates a partnership, joint venture, employment, or agency relationship between the parties.
15. Company Information
FOCIZZ
by CS Enterprise Group BV
Georges Martensstraat 24
9800 Deinze, Belgium
Email: claudia@focizz.com
Website: www.focizz.com/
VAT Number: BE1025.163.009
16. Acceptance
By engaging FOCIZZ services, submitting a signed proposal, making a payment, or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
Questions about these terms? Contact us at claudia@focizz.com