Terms and Conditions

Version 1.0. In force from 10 August 2026.

These general terms and conditions govern every offer, order and agreement between Time Solutions and its client. They are governed by Belgian law. Read Article 12 (liability) and Article 16 (jurisdiction) with particular care: they limit what you can recover and determine where a dispute is heard.

1. Identification

"Client" means the party contracting with Time Solutions. "Agreement" means the offer, order confirmation or contract concluded between them together with these terms.

2. Scope and precedence

2.1. These terms apply to every offer, order and agreement, and to every subsequent engagement, even where no fresh reference is made to them. By accepting an offer, placing an order or allowing performance to begin, the client accepts these terms.

2.2. The client's own purchase or general conditions do not apply and are expressly excluded, irrespective of when they were communicated, unless Time Solutions has accepted them in writing and in express derogation from this article.

2.3. Where documents conflict, the following order prevails: (a) a signed agreement or order confirmation, (b) the accepted offer, (c) these terms, (d) any annex.

2.4. These terms are directed at professional clients. Where the client contracts as a consumer within the meaning of Book I of the Belgian Code of Economic Law, the mandatory provisions of Book VI of that Code prevail over any conflicting clause here, including the right of withdrawal within fourteen days for distance contracts, on the understanding that a consumer who expressly requests performance to begin during that period owes the value of what has already been performed if the right is then exercised, and loses it once the service has been fully performed with the consumer's prior express consent and acknowledgement.

3. Offers and formation of the agreement

3.1. Offers are valid for thirty calendar days from their date unless stated otherwise, and are indivisible: the client cannot accept part of an offer and claim the pricing of the whole.

3.2. The agreement is formed when the client accepts the offer in writing, an email being sufficient for that purpose, or when Time Solutions begins performance at the client's request.

3.3. Descriptions of results, timelines and returns communicated before the agreement is formed are estimates based on the information then available. They bind Time Solutions only where the agreement designates them as a firm commitment.

4. The services

4.1. Time Solutions delivers, in whole or in part, as specified in the agreement:

• Digital Company Assessment: analysis of the client's operations and a written roadmap.
• Digital Foundation, Digital Workforce and Digital Enterprise: design, development, configuration and implementation of digital infrastructure, including the software components described in the agreement.
• Operating Partnership: continuing development, optimisation, monitoring and support of what has been built, on a recurring basis.

4.2. Every obligation of Time Solutions is an obligation of means (middelenverbintenis), performed with the care of a diligent professional in its field, unless the agreement expressly designates a specific obligation as an obligation of result.

4.3. A level of the journey does not oblige the client to take the next. An Operating Partnership is a separate engagement and is never implied.

5. Delivery, planning and acceptance

5.1. Delivery dates are indicative and are calculated on the assumption that the client discharges its obligations under Article 6 on time. Exceeding an indicative date does not entitle the client to compensation or to dissolution, unless the agreement designates the date as firm and the client has first served written notice allowing a reasonable period to cure of at least fifteen business days.

5.2. The client examines each deliverable on receipt. Visible defects and non-conformities must be reported in writing, with a description sufficient to reproduce them, within fifteen business days of delivery. Absent such notice, the deliverable is deemed accepted.

5.3. A deliverable is likewise deemed accepted where the client puts it into production or uses it commercially.

5.4. Defects that do not materially impede the intended use do not entitle the client to refuse acceptance; they are remedied in the ordinary course.

6. The client's obligations

6.1. The client provides, in good time and free of charge: complete and accurate information, access to the systems, data, licences and environments the work requires, and a contact person with the authority to take decisions.

6.2. The client is responsible for the accuracy, completeness and lawfulness of the information and data it supplies, and warrants that it holds the rights and, where required, the legal basis necessary to make them available to Time Solutions.

6.3. The client maintains its own backups of its data and systems, and keeps its licences with third-party vendors valid for the duration of the agreement.

6.4. Where the client fails to discharge these obligations, Time Solutions may suspend performance without liability, and any additional cost or delay caused is for the client's account.

7. Changes to scope

7.1. A request that falls outside the agreed scope is performed only after the parties have agreed in writing on its content, its price and its effect on the planning.

7.2. Where a change is requested and Time Solutions begins work on it at the client's request before that agreement is documented, it is charged at the applicable hourly rate.

8. Price, invoicing and payment

8.1. Prices are in euro and exclusive of VAT, third-party licence and subscription fees, hosting, model or API consumption charges, and travel outside Belgium, unless expressly stated otherwise.

8.2. Unless the agreement provides otherwise, projects are invoiced in instalments tied to the agreed milestones, and recurring services are invoiced in advance for each period.

8.3. Invoices are payable within thirty calendar days of the invoice date, into the account stated on the invoice.

8.4. An invoice must be disputed by registered letter or email, with reasons, within fifteen calendar days of its date. After that period the invoice is deemed accepted.

8.5. In a business-to-business relationship, where an invoice is not paid on the due date, interest for late payment accrues by operation of law and without notice of default at the rate provided for by the Act of 2 August 2002 on combating late payment in commercial transactions, together with the fixed compensation of EUR 40 for recovery costs provided for by that Act, without prejudice to the right to claim reasonable compensation for any recovery costs exceeding that amount. Where the client is a consumer, the regime of Book XIX of the Code of Economic Law applies instead, including the first reminder free of charge and the statutory ceilings on the penalty clause; the same rates then apply reciprocally to the benefit of the consumer.

8.6. Non-payment of a single invoice on its due date renders all other outstanding invoices immediately due, and entitles Time Solutions, after written notice of default that remains without effect for ten business days, to suspend performance in full.

8.7. The client may not set off any claim against amounts due to Time Solutions without its written agreement.

8.8. Rates for recurring services may be indexed once per calendar year, with one month's prior written notice, by reference to the movement of the Belgian consumer price index or, where the agreement so provides, the Agoria reference wage index.

9. Duration, suspension and termination

9.1. A project agreement runs until the agreed deliverables have been accepted.

9.2. An Operating Partnership is concluded for the term stated in the agreement and, absent such a term, for twelve months, renewed tacitly for successive periods of twelve months unless either party gives written notice at least three months before the end of the current period.

9.3. Either party may terminate the agreement with immediate effect, by registered letter and without judicial intervention, where the other party commits a serious breach that it fails to cure within fifteen business days of a written notice of default identifying the breach, or where the other party is declared bankrupt or enters judicial reorganisation, to the extent Book XX of the Code of Economic Law permits.

9.4. Where the client terminates a project agreement before completion for a reason not attributable to Time Solutions, it owes the price of the work performed and of the commitments already entered into for its account, together with compensation of thirty per cent of the value of the remainder of the agreement, as a lump-sum indemnity for reserved capacity that can no longer be reallocated.

9.5. On termination, and against payment of all sums due, Time Solutions returns the client's data in a common machine-readable format and provides a reasonable, chargeable handover.

10. Intellectual property

10.1. Time Solutions retains all intellectual property rights in its pre-existing materials, being its methods, frameworks, libraries, templates, tooling and know-how, as well as in generic improvements made to them in the course of an engagement.

10.2. On full payment of all sums due, the client obtains a non-exclusive, worldwide, perpetual and non-transferable right of use, for its own internal business purposes, of the deliverables developed specifically for it, including the pre-existing materials incorporated in them to the extent necessary to use the deliverable.

10.3. A transfer of ownership of specifically developed deliverables occurs only where it is agreed in writing, describes the rights transferred, and is separately priced.

10.4. The client's data, content and business knowledge remain the client's property. Nothing in this article gives Time Solutions any right in them beyond what performance of the agreement requires.

10.5. Unless the client objects in writing, Time Solutions may name the client and describe the engagement in general terms as a reference. No figure, metric or client name is published without the client's prior written consent.

11. Artificial intelligence and third-party components

11.1. Deliverables may incorporate models, services, libraries and platforms of third parties. Their use is subject to the licence and terms of the third party concerned, which the client accepts. Time Solutions does not warrant the continued availability, pricing or functioning of a third-party service, and is not liable for its discontinuation or modification.

11.2. Systems that use artificial intelligence produce probabilistic output. Time Solutions does not warrant that such output is correct, complete or fit for a particular purpose in every instance. The client accepts that human oversight remains necessary for decisions with legal, financial or safety consequences, and undertakes to organise it.

11.3. Time Solutions designs its systems so that their output can be reviewed, corrected and overridden. The client remains responsible for the decisions it takes on the basis of that output and for its own obligations as a deployer under Regulation (EU) 2024/1689 (the AI Act), including the AI literacy of its staff. Time Solutions provides the documentation and cooperation reasonably required for the client to meet them.

11.4. The client is responsible for the use it makes of the systems delivered and for compliance of that use with the legislation applicable to its own sector.

12. Warranty and liability

12.1. Time Solutions remedies, free of charge, reproducible defects in specifically developed software that are reported in writing within three months of acceptance and that are attributable to it. This warranty lapses where the client or a third party has modified the deliverable, used it otherwise than as intended, or combined it with components not approved by Time Solutions.

12.2. Time Solutions is not liable for indirect or consequential damage, including loss of profit, loss of turnover, loss of anticipated savings, loss of goodwill or reputation, loss of opportunity, claims of third parties, or costs of reconstituting data.

12.3. The aggregate liability of Time Solutions arising out of or in connection with the agreement is limited, per claim and per contract year taken together, to the amount excluding VAT actually invoiced to and paid by the client under that agreement over the twelve months preceding the event giving rise to the damage, and in any event to the amount effectively paid out under its liability insurance for the claim concerned.

12.4. The limitations in this article do not apply to damage resulting from fraud (bedrog), from an intentional fault, from death or personal injury, or in any other case where Belgian law does not permit a limitation of liability.

12.5. Any claim against Time Solutions lapses unless proceedings are brought within one year of the day on which the client became aware, or ought reasonably to have become aware, of the damage and of the identity of the party liable.

12.6. The client indemnifies Time Solutions against third-party claims arising from data, content or instructions supplied by the client, or from a use of the deliverables that departs from the agreement.

13. Confidentiality and personal data

13.1. Each party keeps confidential all non-public information received from the other, uses it only for the performance of the agreement, and discloses it only to those of its people and subcontractors who need it and who are bound by an equivalent duty. This obligation survives the agreement by five years, and indefinitely for information protected as a trade secret.

13.2. This obligation does not extend to information that is or becomes public without breach, that the receiving party already lawfully held, that it develops independently, or that it is compelled to disclose by law or by a competent authority, in which case it informs the other party in advance where it is lawfully able to do so.

13.3. Where Time Solutions processes personal data on behalf of the client, the client is the controller and Time Solutions the processor within the meaning of Article 28 GDPR. The parties conclude a data processing agreement before that processing begins; it forms an integral part of the agreement and prevails over these terms on the points it governs.

13.4. Time Solutions' processing of personal data as controller is described in its Privacy Notice.

14. Force majeure

14.1. Neither party is liable for a failure to perform caused by an event beyond its reasonable control that makes performance impossible or unreasonably onerous, including war, civil unrest, natural disaster, epidemic, fire, strike, failure of a public network or utility, cyber attack, and the failure or discontinuation of an essential third-party service.

14.2. The affected party informs the other without delay and the obligations concerned are suspended. Where the situation lasts longer than sixty calendar days, either party may terminate the agreement in writing for the future, without compensation, against payment of what has already been performed.

15. Non-solicitation and subcontracting

15.1. During the agreement and for twelve months after it ends, neither party will engage or employ, directly or through an intermediary, a person who was involved in the performance of the agreement on behalf of the other party, without that other party's prior written consent. Breach of this article gives rise to a lump-sum indemnity equal to six months of the gross remuneration of the person concerned, without prejudice to proof of greater damage.

15.2. Time Solutions may engage subcontractors. It remains liable for their performance as for its own, and binds them to equivalent confidentiality obligations.

15.3. Neither party may transfer the agreement to a third party without the other's written consent, which may not be unreasonably withheld; Time Solutions may transfer it to an affiliated entity or in the context of a transfer of its business, on written notice.

16. Applicable law and jurisdiction

16.1. The agreement is governed exclusively by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

16.2. The parties will first attempt to resolve any dispute amicably. Failing resolution within thirty calendar days of a written notice describing the dispute, the courts having jurisdiction over the registered office of Time Solutions have exclusive jurisdiction, without prejudice to the right of Time Solutions to bring proceedings before the courts of the client's registered office.

16.3. Where the client is a consumer, this article does not deprive the consumer of the protection of the mandatory rules of the law of the country of residence, nor of the right to bring proceedings before the courts designated by Regulation (EU) 1215/2012.

17. Miscellaneous

17.1. Where a provision of these terms is held invalid or unenforceable, it is replaced by a valid provision that comes closest to its economic purpose, and the remaining provisions stay in force.

17.2. A failure to invoke a right does not constitute a waiver of it.

17.3. Time Solutions may amend these terms. The version published on this page at the moment the agreement is formed is the one that applies to it. For agreements of indefinite or renewing duration, an amendment takes effect one month after written notice; where the amendment is to the client's material disadvantage, the client may terminate with effect from that date.

17.4. These terms are published in English. Where Time Solutions issues a translation, the English version prevails in the event of a discrepancy, save where mandatory law requires otherwise.