General Terms and Conditions of Sale

General Terms and Conditions of Sale

1. Identification of the Service Provider

These General Terms and Conditions of Sale (the “GTC”) govern the contractual relationship between: One More Pixel, a Belgian simple partnership (SComm), with registered office at Avenue des Pléiades 53, 1200 Brussels, Belgium, registered with the Crossroads Bank for Enterprises under number BE0666.475.419, operating under the trade name Numinam, email address: contact@numinam.com (hereinafter “Numinam” or the “Service Provider”), and any natural or legal person acting for professional purposes (hereinafter the “Client”).

2. Scope of Application

These GTC apply to all services provided by Numinam, including but not limited to:

  • website creation;

  • custom web and SaaS development;

  • UX / UI design;

  • audits (SEO, performance, AI, technical, etc.);

  • maintenance and support services;

  • automation and third-party tool integrations;

  • artificial intelligence–related services;

  • recurring subscriptions and service packages.

These GTC prevail over any terms and conditions of the Client, unless expressly agreed otherwise in writing by Numinam.

3. Formation of the Contract

The contract is deemed concluded upon the first of the following events:

  • signature of the quotation;

  • written acceptance of the quotation (including by email);

  • payment of the down payment.

The accepted quotation, together with these GTC, constitutes the entire agreement between the parties.

4. Prices and Payment Terms

4.1 Prices

Prices are expressed in euros (EUR), excluding VAT.

Any service not expressly included in the quotation will be subject to additional billing.

4.2 Down Payment

Unless otherwise stated, a 50% down payment of the total price is required upon order confirmation.

No work shall commence before receipt of the down payment.

4.3 Balance and Installments

  • The balance is payable upon delivery.

  • For long-term projects, installment-based invoicing may be provided for in the quotation.

4.4 Payment Deadline

Invoices are payable within 15 calendar days from the invoice date.

5. Late Payment

In the event of late payment:

  • late payment interest shall accrue automatically at the statutory Belgian B2B rate;

  • a fixed compensation of 10% of the outstanding amount, with a minimum of €40, shall be due;

  • Numinam reserves the right to suspend or terminate the services without prior notice or compensation.

6. Client Obligations

The Client undertakes to:

  • provide all required content, access credentials, information, and approvals within the agreed timeframes;

  • appoint a single point of contact with decision-making authority;

  • validate deliverables in writing.

Any delay attributable to the Client shall automatically result in an extension of deadlines and may give rise to billing for idle or blocked time in the event of prolonged inactivity.

7. Deadlines and Delivery

Delivery deadlines are indicative unless expressly stated otherwise.

Numinam shall not be held liable for delays resulting from:

  • the Client’s failure to meet its obligations;

  • changes requested during the course of the project;

  • external causes or force majeure.

8. Intellectual Property

8.1 Transfer of Rights

Subject to full payment of all amounts due, Numinam assigns to the Client the intellectual property rights relating exclusively to the project-specific deliverables developed specifically for the Client under the Statement of Work.

This assignment expressly excludes any pre-existing works, methodologies, frameworks, templates, libraries, prompts, tools, or reusable components developed or owned by Numinam prior to or independently from the project.

8.2 Reservations

Numinam retains full ownership of its methodologies, software components, frameworks, templates, prompts, tools, and reusable building blocks.

The Client is granted a non-exclusive, non-transferable, perpetual license of use of such elements, strictly limited to the operation, maintenance, and use of the deliverables for its own internal and professional needs.

8.3 References

Unless expressly objected to in writing, Numinam may reference the project for commercial and portfolio purposes.

Numinam reserves the right to mention its contribution to the project in a discreet manner,
notably via a reference in the footer of the website, unless the Client expressly objects.

9. Maintenance, Support, and Warranty

9.1 Limited Warranty

Numinam provides a 60 business-day warranty following delivery, limited to the correction of defects directly attributable to its services and 120 business-day CMS support.

9.2 Exclusions

The warranty excludes:

  • issues caused by third-party tools, services, or updates;

  • misuse or improper handling by the Client;

  • modifications carried out by the Client or any third party.

9.3 Maintenance Services

Any maintenance or support beyond the included period is subject to a separate agreement.

10. Liability

Numinam’s total liability is strictly limited to the total amount paid by the Client during the previous 12 months.

In no event shall Numinam be liable for:

  • indirect or consequential damages (loss of revenue, data, business opportunities);

  • failure to achieve expected results (SEO performance, conversions, AI outputs, automation efficiency).

11. Data Protection, Confidentiality, and AI

11.1 Data Processing

Numinam acts as a data processor within the meaning of the GDPR.

Specific data processing terms may be defined per project where required.

11.2 Artificial Intelligence

Services involving artificial intelligence rely on third-party technologies (including but not limited to OpenAI, Anthropic, Google, Vercel, Make, Zapier).

The Client acknowledges that:

  • AI-generated outputs may contain inaccuracies or limitations;

  • no guarantee of results is provided;

  • Numinam disclaims all liability arising from the use of AI-generated outputs.

12. Termination

12.1 Termination by the Client

  • Before commencement of services: the down payment remains non-refundable.

  • During the project: all work performed and costs incurred shall be payable.

12.2 Termination by Numinam

Numinam may terminate the contract automatically in the event of:

  • non-payment following formal notice;

  • prolonged lack of cooperation by the Client;

  • force majeure.

13. Governing Law and Jurisdiction

These GTC are governed by Belgian law.

Any dispute shall fall under the exclusive jurisdiction of the courts of Brussels.

Neither party shall be held liable for any failure or delay in the performance of its obligations

resulting from an event of force majeure, as defined by Belgian law.

14. Discrepancies

These GTC are available in French and English.

In the event of discrepancy, the French version shall prevail.

In the event of any discrepancy or conflict between the Statement of work and these general terms and conditions of sale, the Statement of work shall prevail.