General terms and conditions.

01Scope and B2B nature.

These general terms and conditions apply to all quotations, orders, agreements, subscriptions and services of BusyDays. The Customer confirms that the services are purchased exclusively for professional purposes.

By signing a quotation or order form, accepting it digitally, approving it by email or asking BusyDays to start performance, the Customer confirms that these terms were received or made available before the agreement was concluded and that the Customer accepts them.

The Customer's own terms and conditions do not apply unless BusyDays expressly accepts them in writing.

02Formation of the agreement and order of precedence.

An offer remains valid for the period stated in the quotation. The agreement is formed once the quotation or order form has been accepted by the Customer.

In the event of any conflict, the following order of precedence applies: (1) the individually accepted quotation or order form, (2) specific written agreements or annexes and (3) these general terms and conditions. Deviations are valid only if agreed in writing.

03Services and scope.

BusyDays provides services including strategy, website development, hosting, technical management, Google Ads management, tracking, reporting, optimisation, technical SEO, structured data and related digital services. The specific scope is determined exclusively by the quotation or order form.

BusyDays may use employees, freelancers, partners, subcontractors and external technology or software providers in performing the services. BusyDays remains responsible for the performance it directs, within the limits of these terms.

04Customer cooperation and responsibility.

The Customer shall provide in a timely manner all information, access, materials, feedback and approvals reasonably required. The Customer is responsible for their accuracy, completeness and lawfulness, as well as for its own offering, prices, availability, promotions and commercial or professional claims.

Delays caused by missing input, access or approval extend the schedule and do not entitle the Customer to a refund, damages or suspension of payment. If BusyDays is ready to activate the services but activation is delayed solely due to the Customer, recurring services may start on the agreed start date.

05Planning, feedback and delivery.

Any stated performance and delivery dates are indicative unless expressly agreed in writing as binding. The schedule may be adjusted due to changes in scope, late feedback, dependencies on third parties or circumstances outside BusyDays' reasonable control.

Visible errors or deviations in a delivery should preferably be reported within 10 working days so BusyDays can assess them and, if they fall within the agreed scope, correct them. Approval, publication or continued use of a delivery constitutes acceptance of its visible condition, without prejudice to defects that could not reasonably have been identified earlier.

06Prices, setup and recurring invoicing.

All prices are exclusive of VAT and other applicable taxes unless stated otherwise. Prices and included services are set out in the quotation or order form.

A setup fee is invoiced before the start and must be paid in full before the kickoff or actual performance begins. BusyDays may postpone the start until payment has been received.

Recurring services are invoiced monthly in advance. They start upon activation or on the agreed start date if activation is delayed solely due to the Customer. Third-party costs are excluded unless the quotation expressly states otherwise.

07Payment and late payment.

Invoices are payable within 14 calendar days of the invoice date unless otherwise agreed in writing. Reasoned objections to an invoice must be submitted in writing within 14 calendar days of receipt. The undisputed part remains payable.

In the event of late payment, the statutory interest applicable to late payment in commercial transactions and the statutory fixed recovery fee are due from the due date, without prejudice to reasonable additional recovery costs to the extent permitted by law.

After written notice and a reasonable cure period, BusyDays may suspend all or part of the services for as long as overdue amounts remain unpaid. Such suspension does not cancel the Customer's payment obligations.

08Additional work and changes.

Work outside the agreed scope is treated as additional work. This includes additional pages or functionality, major content changes, extra campaigns, new integrations, migrations, photography, video, extensive copy changes or other custom work not included in the selected services.

Substantial additional work is carried out only after prior approval by the Customer and is invoiced separately. Minor changes are included only where the quotation or applicable subscription expressly provides for them.

09Term, renewal and termination.

Unless the quotation states otherwise, recurring services are entered into for an initial period of three months and are then automatically renewed for successive periods of three months.

The Customer may terminate recurring services by notifying BusyDays in writing at least 30 calendar days before the end of the current contract period. Termination during a current period takes effect at the end of that period; fees remain payable until then. BusyDays may terminate subject to the same notice period.

10Website after termination of recurring services.

When the recurring services or active Google Ads management end, the website will - unless the Customer expressly requests at the same time that the website also be discontinued - continue under the separate Website Subscription at the rate stated in the quotation or then-current price list.

The Website Subscription includes the agreed hosting, technical maintenance and maintenance scope and is invoiced monthly. It can be terminated with 30 calendar days' notice. After termination BusyDays may take the website offline. Migration, export, transfer or support to another provider is not included and may be offered separately.

11Google Ads and media budget.

The advertising budget is not included in BusyDays' fees. The Customer pays the media budget directly to Google or the relevant advertising provider and is responsible for maintaining a valid payment method and sufficient budget.

BusyDays may optimise campaigns within the agreed strategy, including keywords, advertisements, bids, budget allocation and landing pages. A material change to the total media budget will be made in consultation with the Customer.

BusyDays is not liable for limitations or interruptions caused by insufficient budget, declined payments, account or advertisement disapprovals, platform policies, algorithm changes or technical failures of external advertising platforms outside BusyDays' reasonable control.

12Best-efforts obligation - no result guarantee.

BusyDays' services are provided on a best-efforts basis and do not constitute an obligation to achieve a specific result. BusyDays works professionally on factors it can reasonably influence but does not guarantee any specific commercial outcome.

• No guarantee of a specific number of leads, appointments, bookings, customers, revenue or profit.
• No guarantee of ROAS, ROI, cost per click, lead or conversion, advertising position, organic ranking or visitor numbers.
• No guarantee of indexing, inclusion, mention or ranking in search engines or AI systems.
• Cases, historical results, benchmarks, forecasts and examples are illustrative and do not constitute a promise of future performance.

13Domain name, hosting, accounts and access.

The domain name remains under the Customer's control and responsibility. The Customer is responsible for its registration, renewal and payment and grants BusyDays the DNS access required to provide the services.

BusyDays develops and hosts the website within its own technical environment and manages the technical stack, deployments, hosting, analytics, tracking and other operational systems required for the services. The Customer is not automatically entitled to source code, server access or administrator access to BusyDays' infrastructure or agency accounts.

Accounts expressly opened in the Customer's name and ownership remain the Customer's. BusyDays agency, master or shared infrastructure accounts remain the property of BusyDays. Upon termination, reasonable assistance will be provided to transfer Customer-specific data or access where technically possible; additional migration work may be invoiced separately.

14Intellectual property.

All intellectual property rights existing before the cooperation remain the property of their original owner. Materials supplied by the Customer, such as logos, photographs, trademarks, texts and databases, remain the property of the Customer or the relevant rights holder.

BusyDays retains all rights in its source code, software, technical infrastructure, templates, components, libraries, scripts, methods, frameworks, automations, configurations, processes and generic know-how. During the active Website Subscription, the Customer receives a non-exclusive right to use the solution hosted by BusyDays.

Final texts and non-technical graphic materials created specifically for the Customer may, after full payment, be reused by the Customer for its own business, subject to third-party rights. Transfer of source code or hosting infrastructure is not included unless expressly agreed in writing.

15Materials, rights and platform rules.

The Customer warrants that it has the necessary rights and permissions for all supplied texts, photographs, videos, trademarks, personal data and other materials. BusyDays may refuse materials or campaigns where they are reasonably considered unlawful, may infringe third-party rights or conflict with applicable platform rules.

The Customer remains responsible for the substantive accuracy and lawfulness of information concerning its services and business.

16Third-party services and platforms.

BusyDays may depend on hosting providers, Google, analytics and tracking services, booking systems, email services, consent tools and other SaaS solutions. The terms, pricing and technical limitations of the relevant third party may apply to those services.

BusyDays is not liable for outages, policy changes, price changes, discontinuation, data loss or account restrictions of third parties to the extent these are outside its reasonable control. Specific paid third-party services not included in the quotation will only be recharged after prior information to the Customer.

17Privacy and personal data.

Each party shall comply with applicable data protection legislation, including the GDPR. In relation to personal data of customers, prospects, website visitors and other data subjects processed in connection with the Customer's activities, the Customer is in principle the data controller.

Where BusyDays processes personal data on behalf of the Customer as a processor, a Data Processing Agreement applies in addition. The Customer remains responsible for having a valid legal basis, for its privacy and cookie information and for the lawfulness of its marketing activities, unless specific legal services are expressly included in the quotation.

18Tracking, analytics and reporting.

Digital measurement is inherently limited and may be affected by cookie preferences, browser settings, ad blockers, device and privacy restrictions, cross-device use and changes to external platforms. BusyDays therefore does not guarantee that analytics, advertising or conversion data are complete or exact.

Reports and analyses represent the most reliable view reasonably possible based on the available data and measurement methods used.

19Confidentiality and use of results.

The parties shall keep non-public commercial, technical and business-sensitive information confidential. This obligation continues after termination, except for information that was already public, was lawfully obtained from a third party, was independently developed or must be disclosed by law.

BusyDays may use anonymised and aggregated performance data for internal analysis, benchmarking and improvement of its services, provided that such data do not reasonably identify the Customer or individual data subjects.

20Security, availability and backups.

BusyDays takes reasonable technical and organisational measures to keep its systems and websites secure and available. No digital system can be guaranteed to be permanently available, error-free or completely secure.

Temporary unavailability due to maintenance, updates, cyber incidents, failures or external providers does not give rise to a right to compensation, except to the extent it results from a fault for which BusyDays is liable under Article 21. BusyDays may take urgent security measures, including temporarily disabling functionality. Any backups are intended for operational recovery and do not constitute an unlimited archiving service.

21Liability.

BusyDays is liable only for proven direct damage resulting from a contractual fault attributable to BusyDays. To the extent permitted by law, BusyDays is not liable for indirect or consequential damage, including loss of revenue or profit, missed commercial opportunities, reputational damage, missed appointments, loss of anticipated savings or indirect data loss.

BusyDays' total contractual liability is, subject to mandatory law, limited to the total fees actually paid by the Customer to BusyDays for the relevant services during the twelve months preceding the event giving rise to the damage. Advertising budgets and amounts paid directly to third parties are excluded.

These limitations do not apply in cases of fraud, intentional or gross fault by BusyDays, death or personal injury to the extent caused by BusyDays, or where applicable mandatory law prohibits such a limitation.

22Customer indemnity.

The Customer shall indemnify BusyDays against reasonable third-party claims arising directly from unlawful content supplied by the Customer, missing rights or permissions, inaccurate commercial claims or instructions from the Customer, except to the extent the damage was caused by a fault of BusyDays.

23Suspension and termination for breach.

Either party may terminate the agreement if the other party breaches a material contractual obligation and fails to remedy that breach within 14 calendar days after written notice of default.

BusyDays may immediately suspend all or part of the services where continued performance would reasonably be unlawful, would create serious security risks, involves fraud or intentional misuse, or breaches essential platform rules. Where reasonably possible, the Customer will be informed in advance.

Amounts already due and amounts payable in accordance with the agreed contract term remain payable.

24Force majeure.

Neither party is liable for delay or non-performance caused by circumstances outside its reasonable control whose consequences could not reasonably have been prevented, including general internet or telecommunications outages, prolonged power failures, cyberattacks, failures at essential cloud providers, government measures, natural disasters, war or strikes.

Affected obligations are suspended for the duration of the force majeure event. If the situation continues for more than 30 days and substantially prevents performance of the core of the agreement, either party may terminate the affected part without additional compensation.

25Changes to prices and terms.

BusyDays may adjust recurring rates due to general price developments, changes to the services or significant cost increases at essential suppliers. A change does not have retroactive effect and will be communicated at least 30 calendar days before the next renewal period.

If the Customer does not agree to an announced price change, the Customer may terminate the affected recurring services before the effective date so that the new rate does not apply.

BusyDays may amend these general terms and conditions due to changes in legislation, technology, services or business operations. Material changes affecting ongoing recurring agreements will be communicated in advance and will in principle apply from the next renewal period.

26References and portfolio.

Unless the Customer objects in writing in advance, BusyDays may, after public launch, mention the Customer's name and logo and publicly accessible elements of the work delivered as a customer reference or case study. Confidential results, non-public business information and personal data will not be published without permission.

27Notices and other provisions.

Contractual notices, including terminations, may validly be sent by email or through a contract or customer platform provided by BusyDays. The Customer shall keep its contact and billing information up to date.

If any provision is wholly or partly invalid or unenforceable, the remaining provisions remain in effect. The invalid provision shall, as far as possible, be replaced or interpreted in a manner consistent with its original economic and legal purpose. Failure to exercise a right immediately does not constitute a waiver of that right.

28Belgian law, competent courts and language.

All agreements with BusyDays are governed exclusively by Belgian law. The parties shall first attempt in good faith to resolve any dispute amicably.

If no amicable solution is reached, the courts of the judicial district in which NEO Commerce BV has its registered office shall have exclusive jurisdiction, except where mandatory law provides otherwise.

The Dutch-language version of these general terms and conditions is the original version. In the event of differences in interpretation between a translation and the Dutch-language version, the Dutch-language version shall prevail to the extent permitted by law.