Terms and Conditions

1. Legal Information

Terms and Conditions

These are the General Terms and Conditions of the General Partnership (Vennootschap Onder Firma – VOF) ‘Canyon Clan’, with registered office at 8400 Ostend, Steensedijk 226, registered with the Crossroads Bank for Enterprises (KBO) under number BE1004.152.314, hereinafter referred to as ‘Canyon Clan’.

 

1. Activity

Activity of Canyon Clan

Canyon Clan guides businesses through their digital transformation by means of custom-built software solutions, strategic advice, and process automation in the broadest sense of the word.

 

• Scope of Terms and Conditions

Applicability of Terms and Conditions

These terms apply to all services delivered by Canyon Clan, including, but not limited to, the development and implementation of software solutions, web applications, and mobile applications, strategic consulting and process optimization, integration and connection of existing systems, as well as maintenance, support, and aftercare programs.

 

Knock-out Rule

The Knock-out Rule stipulates that in the event of conflicting general terms between parties, both sets of terms remain in effect, except where they are mutually incompatible.

 

Acceptance of the Terms and Conditions

By making use of the software or services of Canyon Clan, the Customer accepts these Terms and Conditions. Any proprietary terms of the Customer shall only apply if Canyon Clan has accepted them in writing and in advance.

 

1. Formation of Services

Formation

The agreement is formed as soon as the Customer proceeds to payment or as soon as service provision commences. This means that the obligations of both parties take effect the moment Canyon Clan activates the services or when the Customer executes the agreed payment.

 

1. Service Pricing

Phase-Based Pricing

Pricing is determined per phase and clearly communicated during the introductory pitch. In addition, it is recorded in the Terms and Conditions, ensuring the Customer always maintains a clear overview of costs and associated conditions.

 

Additional Services or Extra Costs

Any additional services or extra costs will always be discussed in advance, ensuring no surprises arise during the project. Canyon Clan employs a transparent approach, providing the Customer with continuous visibility into the cost structure and associated deliverables.

 

Bug Fixes and Support

Bug fixes and any functional or technical optimizations performed by Canyon Clan are always carried out on a time-and-materials basis. Any additional modifications or expansions will be discussed in advance and invoiced based on actual hours worked.

 

Change of Circumstances (Hardship Doctrine)

If unforeseen circumstances render performance of the agreement excessively burdensome for either party, both parties shall consult to achieve an equitable adjustment. If no agreement is reached within a reasonable timeframe, the most diligent party may petition the court to adapt or terminate the agreement pursuant to Article 5.74 of the Belgian Civil Code (NBW).

1. Methodology

Canyon Clan Methodology

Every phase in the project is carefully structured and supported by specific templates that clearly define expectations, scheduling, and deliverables. This guarantees efficient collaboration and ensures the Customer always has the right information at the right time.

 

Suitability for Collaboration

Prior to collaboration, Canyon Clan evaluates whether the Customer qualifies for the use of the offered software solutions and digital transformation services. This assessment is based on the information provided and includes, among other factors:

• The specific needs and objectives of the Customer;
• The existing IT infrastructure and systems to be integrated;
• The degree to which the Customer is prepared to collaborate within development and implementation processes;
• Any existing software or tools that need to be replaced, expanded, or interfaced;

 

Canyon Clan uses this analysis to ensure the proposed solution is realistic, viable, and optimally tailored to the Customer’s requirements.

 

Start Date of Collaboration

Collaboration between Canyon Clan and the Customer begins on the start date as specified in the quotation or the specific template. This date marks the official kickoff of the project and governs the schedule of the various phases.

 

Information Provision During Collaboration

If the Customer is deemed eligible, they commit to granting access to or providing the necessary information within agreed deadlines regarding, but not limited to:

• Existing data and databases – All relevant data necessary for software integration and operation.
• Server credentials and environments – Access to the appropriate infrastructure and hosting environments involved in the implementation.
• Platforms to be integrated – APIs, external systems, or software applications with which the solution must connect.
• User permissions and access control – Configuration of roles and authorizations within the new software environment.

 

Consequences of Delayed or Incomplete Information

If the required information is not provided on time, Canyon Clan may adjust the project schedule and bill any additional costs incurred. If the Customer fails to fulfill their obligations under the Terms and Conditions, they agree to bear all costs and burdens related to extra services Canyon Clan must execute to resolve resulting issues.

 

Collaboration Responsibilities

The Customer shall at all times cooperate in good faith with Canyon Clan to ensure optimal service delivery. This includes the timely provision of all required inputs per phase. Every phase requires specific inputs to safeguard progress and enable efficient development, analysis, and implementation.

 

Confidential Information
Canyon Clan treats all data and documents provided during the collaboration as strictly confidential. This includes all information concerning hosting configurations, domain names, mailboxes, migrations, and other technical details. If desired, a separate non-disclosure agreement (NDA) can be executed outlining specific conditions for protecting sensitive information.

 

• Consultation and Feedback Sessions

Consultation with the Customer

Throughout development, Canyon Clan maintains continuous dialogue with the customer to ensure the software solution meets expectations.

 

Feedback Sessions with the Customer

This is conducted through regular feedback sessions, in which progress, functionalities, and any adjustments are reviewed, either through periodic meetings (virtual or in person), or through demonstrations of interim deliverables and feedback rounds on prototypes or test versions.

 

• Implementation Phase

General

For each phase of the process, the customer receives a dedicated template prior to commencement, with the exception of the delivery phase, where it is provided upon completion. The content of these templates is determined in mutual agreement, aligned with the specific needs and expectations of the customer.

 

Explanation of Templates

Following preparation, Canyon Clan explains the content of the template so the customer has a clear understanding of structure, deliverables, and further steps within the project.

 

Inspiration Session

We start with an inspiration session in which we jointly analyze your business processes and discuss optimization opportunities. This helps identify bottlenecks and define the right digital strategy.

 

Analysis Phase

1. Discovery Phase (rapid analysis)

In this phase, we conduct an initial analysis to establish a business case. We calculate the ROI (Return on Investment) of the potential solution, giving you a clear view of the added value.

 

1. In-Depth Analysis

Following a positive evaluation, we proceed to an in-depth analysis consisting of:

 

Functional Analysis

What exactly must the software do? – definition and optimization

 

Stakeholder Workshop

We involve internal stakeholders and experts to arrive at the optimal solution.

 

Technical Analysis

How do we build the software? Here we also account for any third-party license costs.

 

UX Analysis (User Experience)

How will the Customer interact with the application?

 

Blueprint

This analysis culminates in a blueprint of the software solution, in which all requirements and specifications are defined. The customer may only use this blueprint and deliverables for development by a third party after full payment of the amount due.

 

Development Phase

In this phase, the software is developed. Based on provided data, Canyon Clan compiles a detailed overview of all elements necessary for project execution. This overview is aligned in consultation with the Customer so all relevant information is available on time.

 

Testing Phase and Delivery

1. Internal Testing Phase

Our developers execute comprehensive tests to ensure application quality and functionality.

 

1. On-Site Testing at the Customer

Prior to final delivery, we test the software on site with the customer.

 

1. Quality Control and Aftercare Program

Quality Control Prior to Delivery

Prior to final delivery, Canyon Clan carries out quality control to ensure the project meets agreed specifications and expectations. This includes both technical validation and a user experience evaluation.

 

Testing Phase and Feedback

During testing, the project is subjected to various user acceptance tests. In this phase, functionalities are evaluated and the customer can provide feedback on performance. Any final adjustments are discussed to refine the end result.

 

Costs for Adjustments

If additional adjustments outside the initial scope of the project are needed following quality control, additional costs will be determined in mutual consultation. Canyon Clan communicates these transparently, and changes are only executed after customer approval.

 

Aftercare Program After Delivery

Following definitive delivery, the customer can opt for an aftercare program providing support, optimizations, and maintenance. This can vary from technical support and bug fixes to ongoing feature development.

 

Separate Quote or Pricing for Aftercare

Depending on scope and content, a separate quotation or pricing schedule will be drawn up for the aftercare program.

 

1. Intellectual Property and Liability

Responsibility of the Customer

Canyon Clan develops custom software based on instructions and specifications supplied by the customer. The customer bears full legal responsibility for the consequences of the requested software development. This includes, but is not limited to, intellectual property rights, copyrights, patents, database rights, and licensing terms.

 

Liability

Canyon Clan can never be held liable for damages or legal proceedings arising from plagiarism, intellectual property infringements, or unfair competition resulting from customer-specific requirements. The customer fully indemnifies Canyon Clan against all direct and indirect consequences of such matters, including legal expenses and damages.

 

Refusal of Dubious Assignments

If a Customer explicitly requests a replica of an existing application, functionality, or design without the necessary permissions or licenses, Canyon Clan reserves the right to:

• Refuse the assignment if legally or ethically untenable, or
• Halt the project if after commencement it emerges that requested developments infringe applicable laws or third-party rights.

 

Retention of Title and Buyout Arrangement
All developed software, designs, documentation, and other creations remain the property of Canyon Clan, unless specified otherwise. Should the Customer wish to acquire intellectual property rights, discussions may be initiated to agree upon a buyout arrangement.

 

1. External Integrations

Third-Party Integrations

Canyon Clan provides integrations with third-party systems, but is not liable for technical malfunctions, compatibility issues, or data loss resulting from the use of these integrations. The Customer is solely responsible for compliance with third-party terms and conditions.

 

• Liability

General Limitation of Liability

Canyon Clan is solely liable for direct damages arising directly from a proven fault that was foreseeable at the time of concluding the agreement. Canyon Clan is not liable for indirect damages, lost profits, loss of data, or consequential damages, except in cases of willful misconduct or gross negligence.

 

Exclusion of Liability for External Factors

Canyon Clan is not liable for damage or loss arising from external factors beyond its control that may impact service delivery. This includes, but is not limited to:

• Outages in third-party infrastructure or networks;
• Issues with external vendors or software partners;

 

• Termination of Collaboration and Cancellation Conditions

Termination by the Customer

If the Customer terminates the project prematurely, all hours worked, materials used, and expenses incurred remain due. In addition, a minimum cancellation fee of 30% of the total project amount applies, unless agreed otherwise. If the project is in an advanced stage, actual work performed and expenses incurred will be charged in full.

 

Termination by Canyon Clan

If Canyon Clan terminates the collaboration for reasons not attributable to the Customer, only hours already worked and expenses incurred will be billed, without additional damages.

If termination is caused by contractual default on the part of the Customer, Canyon Clan reserves the right to claim supplementary damages.

 

• Complaints and Disputes

Written Notification Requirement

The Customer must always submit complaints or disputes regarding software, services, aftercare, and invoicing in writing to Canyon Clan. Complaints must be clearly substantiated and submitted within a reasonable timeframe after the dispute arises. Canyon Clan handles every complaint diligently and always strives for resolution in consultation with the Customer.

 

Reasonable Timeframe for Disputes and Complaints

All disputes must be submitted by the Customer in writing within a reasonable timeframe of fourteen (14) days following performance of the relevant service or invoice date. The complaint must contain a clear and precise description of the subject of complaint.

 

Support Channel

The Customer reports urgent complaints via designated support channels. Canyon Clan analyzes these as promptly as possible and offers a suitable solution within support response windows. Supplementary support outside standard service terms is available subject to prior cost approval.

 

1. Payment Modalities

Late Payment
If an invoice is not paid by the due date, conventional default interest is due automatically and without notice of default at the interest rate determined in the Belgian Act of 02/08/2002 combating late payment in commercial transactions. The applicable statutory rate is that in effect during the semester in which the invoice was issued.

 

Compensation Fee for Enterprises

In the event of late payment by the Customer, a flat-rate compensation fee of 10% of the invoice amount is due, with a minimum of €250, to cover administrative costs.

 

Collection Expenses
Costs incurred to enforce payment, both amicable and judicial, including bailiff and court costs, will be charged to the Customer.

 

• MISCELLANEOUS

Photos and/or Company Names

Photos and/or names of Customers with whom a collaboration has been established may be used by Canyon Clan for commercial purposes, such as publication on its website or other channels. If the Customer does not wish for such photos or names to be used, this must be notified in writing to Canyon Clan.

 

• GDPR

Personal Data

Canyon Clan processes personal data in accordance with the GDPR. Customers may access, rectify, or have their data deleted, and in case of objections, contact the Data Protection Authority.

 

• Territorial Jurisdiction

Enterprises

In the event of disputes, the Enterprise Court of Ghent, Ostend division, shall have exclusive jurisdiction.

 

Last updated on 01/07/2025