B2B service terms

1. Parties and contract

ProofTempo is the trading name operated by Laurens De Leeuw, Belgian sole trader, enterprise number 0695.421.308. Services are supplied only to business or professional customers.

A contract exists only when both parties accept a written proposal or order. The order, any signed data-processing agreement, these terms, and the accepted scope form the agreement in that order of precedence. Website publication alone does not create a contract or obligation to accept work.

2. Scope, timing, and acceptance

The order defines the buyer, product, language, item and source limits, factual owners, deliverables, price, and dates. Unless changed in the order, the founding pilot covers one live review, one product, one agreed language, up to 150 unique items, up to 25 source documents or links, and up to five factual owners.

The delivery clock starts only after cleared prepayment, complete intake, approved workspace access, and all named owners are available. Customer delay extends dates reasonably. Changes outside the envelope require written rescoping before the extra work starts.

Deliverables are presented for factual review. The customer must identify material errors or missing agreed items within five business days. Silence does not approve unsupported security claims; any external submission still requires the customer's explicit approval owner.

ProofTempo prepares evidence-grounded working material. It does not provide legal advice, certification, an audit or penetration-test opinion, or a guarantee of compliance, security, buyer approval, or a commercial outcome.

3. Customer responsibilities

• Provide accurate, current, lawfully shareable source material and timely factual owners.
• Keep control of the approved workspace and decide who may access or release evidence.
• Do not provide passwords, secrets, live credentials, malware, unnecessary personal data, special-category data, or unrelated production data.
• Confirm that it has authority to provide all materials and instructions.
• Review and approve every response before it leaves the customer workspace.

4. Fees, invoicing, and payment

The founding pilot fee is EUR 2,000 prepaid. No VAT is charged under the Belgian special exemption scheme for small enterprises and there are no delivery costs. Other prices appear in the accepted order.

Belgian structured invoices are issued through the legally applicable channel, including Peppol where required. The customer supplies correct legal and routing data. Unless the order states otherwise, invoices are payable within 14 calendar days and the delivery clock does not start before the prepaid amount clears.

For overdue B2B amounts, ProofTempo may apply the statutory late-payment interest and fixed recovery amount then in force, and may suspend unperformed work after written notice.

5. Confidentiality, security, and personal data

Each party protects the other's non-public information with reasonable care and uses it only for the order. Disclosure is limited to people and providers who need it and are bound appropriately, or where law requires disclosure.

Work remains in the customer-approved workspace wherever practicable. ProofTempo returns or deletes working copies within 60 days after accepted handoff unless the order or law requires another period. Incident notification and any customer-specific controls are set in the order.

Each party acts as an independent controller for its own business administration. Where ProofTempo processes personal data solely on documented customer instructions, processing starts only after an Article 28 data-processing agreement defines subject matter, duration, security, subprocessors, assistance, return, and deletion.

6. Intellectual property

The customer keeps ownership of its source material, product information, marks, and pre-existing rights. After full payment, the customer may use, adapt, and share the customer-specific deliverables for its internal security-sales and buyer-review purposes.

ProofTempo keeps its pre-existing methods, generic templates, validation logic, know-how, and brand. It may improve those reusable materials only without customer confidential information or identifiable customer content. No public case study, logo use, or customer identification is permitted without separate written approval.

7. Warranties and liability

ProofTempo performs the agreed service with reasonable professional care. The customer remains responsible for business decisions, factual approval, system security, regulatory conclusions, and external submission.

Except where the order states another balanced amount, aggregate liability arising from an affected order is limited to the fees paid for that order. Neither party is liable for indirect loss, loss of profit, or loss of opportunity that was not reasonably foreseeable.

No exclusion or limit applies where Belgian law does not permit it, including fraud or wilful misconduct, gross negligence, death or personal injury, or an exclusion that would deprive an essential contractual obligation of its substance. The customer must take reasonable steps to limit avoidable loss.

8. Suspension, termination, and general provisions

Either party may terminate an order for a material breach not cured within ten business days after written notice, or immediately for an incurable serious breach, insolvency event, unlawful instruction, or unacceptable security risk. ProofTempo may suspend work for overdue payment or missing essential cooperation after notice.

On termination, the customer pays for agreed work completed and non-cancellable commitments, subject to any refund legally due for undelivered prepaid work. Confidentiality, payment, intellectual-property, privacy, and liability provisions survive as needed.

Neither party is liable for delay caused by an event beyond reasonable control, provided it gives prompt notice and mitigates the effect. Changes to an active order require written agreement. If one provision is unenforceable, the remainder continues and the invalid provision is replaced only to the minimum lawful extent.

Belgian law governs the agreement. The competent Belgian courts have jurisdiction unless the order validly agrees another dispute process. Formal notices go to the addresses in the order; use the protected control below for notices to ProofTempo.