Terms of sale

These terms apply to the services of CentralApp SA, avenue Louise 54, 1050 Brussels, Belgium, company and VAT number BE 0545.941.437, legal@centralapp.com (‘CentralApp’). They apply to anyone who orders a service from it (the ‘Client’).

2.1. CentralApp sells its services only to businesses: companies, self-employed people and associations acting for their business. By ordering, the Client declares that it is acting for business purposes.

2.2. Consumer protection rules therefore do not apply, in particular the right of withdrawal.

3.1. Fixed-price website. A website created by CentralApp on the Stride platform, in the Client’s Stride account, according to the package chosen (Express, À la carte or Signature). It includes writing and translating the website’s text from the Client’s content, in the package’s languages, filling in the Client’s Google Business Profile and connecting its domain name to the website. The content of each package is as described on centralapp.com and in the quote on the day of the order.

3.2. Custom website. A website designed and built for the Client, whose scope, price and schedule are set out in the quote. Once live, it is hosted and managed by CentralApp, which alone changes it, at the Client’s request (article 10).

3.3. Anything not provided for in the quote or the package is excluded, in particular: new content beyond what is provided for (new pages, additional blog posts), photography, logo design, paid search advertising and social media management. CentralApp may offer these services in a separate quote.

3.4. The options of a fixed-price website have a fixed price, shown on centralapp.com and in the quote: an extra language (€100 excl. VAT per language) and, for the Express and À la carte packages, the page-by-page move of the old website, with each old address redirected to the matching new page (€100 excl. VAT).

4.1. A quote is valid for 30 days.

4.2. The order is firm as soon as the Client accepts the quote by signature, by e-mail or online, and CentralApp receives the payment provided for in article 5. Accepting the quote means accepting these terms.

4.3. The Client’s own general terms do not apply, even if they appear on its purchase orders or correspondence.

4.4. CentralApp may refuse an order for a legitimate reason, in particular unlawful content or an earlier payment dispute.

5.1. Prices are in euros, excluding VAT. Belgian VAT is added, except under the reverse-charge mechanism for a Client registered for VAT in another Member State of the European Union.

5.2. Fixed-price website: the price is paid in full on ordering. Work starts once payment is received.

5.3. Custom website: unless the quote sets another schedule, 50% is paid on ordering and the balance at launch, before the website is transferred if a transfer is provided for.

5.4. Recurring fees provided for in the quote (hosting and maintenance of a custom website) are payable in advance, for the period stated in the quote. The Stride subscription is not part of them: the Client pays it directly to Stride (article 12).

5.5. Invoices are payable on the date they state or, failing that, within 15 days of their date. An invoice not disputed in writing, with reasons, within 8 days of receipt is accepted.

6.1. Any sum unpaid when due bears interest automatically and without formal notice at the rate set by the Belgian law of 2 August 2002 on combating late payment in commercial transactions. In addition, the fixed compensation of €40 provided for by that law is due, together with fixed compensation of 10% of the unpaid amount, with a minimum of €125, for collection costs.

6.2. After a reminder that has gone unanswered for 8 days, CentralApp may suspend all or part of its services, including work in progress, access to the website and its being online, until payment in full. Suspension gives no right to compensation and does not end the Client’s payment obligations.

6.3. If payment is more than 30 days late, CentralApp may terminate the contract on the grounds of the Client’s breach. Amounts already paid remain CentralApp’s, without prejudice to any other damages.

7.1. The Client supplies the content of its website (menus, prices, photos, videos, logo, opening hours, contact details, legal notices) and the information CentralApp needs to write its text, in a usable format and within the time agreed at the brief.

7.2. The Client alone is responsible for this content and guarantees:

• that it is accurate, complete and up to date, in particular prices, opening hours and information on allergens and the composition of dishes, for which the law makes the Client responsible;
• that it holds all the rights needed to the photos, videos, text, logos and trade marks it supplies, and the consent of any identifiable person in the images;
• that it infringes no third-party right and complies with the law.

7.3. CentralApp lays out the content supplied and writes the text from it; the Client reviews and approves it with the mockup. CentralApp does not check the accuracy or lawfulness of the information supplied. It may refuse or remove content that is clearly unlawful.

7.4. The Client remains the publisher of its website. It is responsible for its obligations as publisher: legal notice, privacy policy, cookie management, online terms of sale and answering requests from its own customers.

7.5. The Client indemnifies CentralApp against any claim, judgment and costs, including legal fees, arising from its content or from a breach of this article.

8.1. Fixed-price website: the mockup is in principle presented one week after the brief, provided that the price has been paid and the Client has handed over all the content needed at the brief or within the following 2 working days. Otherwise, no timing applies. The website goes live after the mockup is approved (article 9).

8.2. Custom website: the schedule in the quote is indicative.

8.3. All timings are indicative. A delay does not allow the Client to cancel the order, suspend its payments or claim compensation.

8.4. Any delay on the Client’s side (content, answers, approvals, access) extends the timings accordingly. If the Client does not supply the content needed within 60 days of the order, CentralApp may put the website live with the content it has, or close the project. In both cases, the price remains due and is not refunded.

9.1. Fixed-price website: the mockup includes the number of rounds of changes provided for by the package (Express: 1, À la carte: 2, Signature: 3). A round is a single list of requests sent in one go.

9.2. Before launch, CentralApp submits the website to the Client. The Client has 5 working days to report in writing any failure to conform to the quote or the package.

9.3. The website is deemed accepted without reservation:

• at the end of that period if the Client has reported nothing;
• or as soon as it goes live at the Client’s request;
• or as soon as the Client uses it publicly.

9.4. A request based on taste or preference is not a failure to conform. It falls under the rounds of article 9.1 or the changes of article 10.

10.1. Fixed-price website: for the 30 days following launch, CentralApp makes the changes the Client asks for, within the scope of article 10.2.

10.2. A change is a change of text, image, price, dish, opening hours or layout within the pages and features already provided for.

10.3. The following are excluded: new pages or features, a change of template or structure, an extra language or location, going beyond the package’s limits, and any work made necessary by an error or a change of mind by the Client about content already approved.

10.4. After these 30 days, the Client changes its website itself on Stride. Changes it asks CentralApp to make are invoiced at the current rate or on quote.

10.5. Custom website: once the website is live, only CentralApp changes it. The Client has no access to the website’s code or its hosting. It does not change the website itself or have it changed by a third party, for as long as CentralApp hosts and manages the website.

10.6. The Client sends its change requests to CentralApp in writing, by e-mail or through the tool named in the quote. CentralApp makes them within the time set in the quote and lets the Client know when they are live.

10.7. Changes are covered by the monthly maintenance contract, within its limits. Others are invoiced at the rate set in the quote. A new feature or a new page template is the subject of a separate quote.

10.8. CentralApp may refuse a request that is contrary to the law, to third-party rights or to the website’s security, or that would break the consistency of the design system; it then suggests another way when possible.

10.9. If the Client or a third party changes the website in breach of article 10.5, CentralApp is no longer responsible for the website or its consequences, and putting it right is invoiced.

11.1. A firm order cannot be cancelled without CentralApp’s agreement.

11.2. If the Client cancels before the first brief and CentralApp agrees, CentralApp refunds the price paid, less 25% for administration costs.

11.3. Once work has started, that is from the first brief or the first work on the website, no amount is refunded, even if the Client does not put the website live or stops trading.

12.1. Fixed-price websites are built on Stride, a platform published by a third party. The Client takes out its Stride subscription directly with Stride’s publisher and accepts its terms. CentralApp creates the website in the Client’s Stride account. It is not a party to the contract between the Client and Stride, does not invoice that subscription and is not liable for its performance.

12.2. CentralApp does not develop Stride and controls neither how it works, nor how it changes, nor its availability. The price of the Stride subscription, its term, its cancellation, the hosting of the website and what happens to the website and its data at the end of the subscription are governed solely by Stride’s terms.

12.3. The website may be connected to third-party tools chosen by the Client or suggested by CentralApp: bookings, online ordering, payment, delivery, Google Business Profile, social media, till system. These tools are the responsibility of their publishers and governed by their terms. Their price, their commissions and the contract between them and the Client do not concern CentralApp.

12.4. CentralApp is not responsible for outages, interruptions, changes of features or prices, data loss or the end of service of Stride or of third-party tools, nor for their consequences on the Client’s website, bookings or orders. It makes its best efforts to limit their effect on the website.

13.1. Custom website: CentralApp hosts the website, on its own servers or with a host it chooses, and keeps it up to date, for the price and the term stated in the quote. The Client has no administrator access to the hosting. Without payment, the website may be taken offline.

Fixed-price website: the website is hosted by Stride, as part of the Client’s subscription (article 12).

13.2. The domain name is registered in the Client’s name; the Client remains its holder and renews it. CentralApp connects it to the website. The Client remains responsible for its choice, in particular with regard to third-party trade marks.

13.3. CentralApp does not guarantee that the website will be available without interruption. It is not responsible for interruptions caused by the host, the platform, the registrar or the networks.

14.1. The Client remains the owner of its content. It grants CentralApp, for the term of the contract, the right to use it to create, host and run its website.

14.2. CentralApp and its suppliers remain the owners of their templates, generic components, methods and tools, including when they are adapted for the Client. The Client receives a non-exclusive, non-transferable licence to use them for its website, for the term of the contract (for a fixed-price website, for as long as the website is live) and subject to payment in full. Stride’s elements are governed solely by Stride’s terms.

14.3. Custom website: the rights to the design system and the code developed for the Client are set out in the quote.

14.4. Until the price has been paid in full, CentralApp keeps all rights to the website.

15.1. CentralApp may cite the Client’s name and logo and show its website (screenshots, link, description of the project) as a reference, on its websites, its social media and its sales documents, during the contract and afterwards. The Client may refuse this in writing for the future.

15.2. The website’s footer carries the words ‘Created by CentralApp’ with a link to centralapp.com. For a custom website, the Client may ask for it to be removed.

16.1. CentralApp undertakes to provide its services with care, in line with good professional practice. This is an obligation of means. CentralApp guarantees no commercial result: number of visits, position in Google or in answer engines, bookings, orders or turnover.

16.2. CentralApp is not liable for indirect or intangible loss, in particular loss of profit, loss of customers, bookings, orders or data, damage to reputation, and third-party claims.

16.3. For all damage combined, CentralApp’s liability is limited to the price excluding VAT paid by the Client for the service concerned. For a recurring service, that price is the one paid for the 12 months before the event giving rise to the claim.

16.4. Any claim must be notified in writing within 30 days of discovering the fact on which it is based. Any action must be brought no later than 1 year after that fact, failing which it is time-barred.

16.5. The limits in articles 16.2 to 16.4 do not apply in the event of fraud or wilful misconduct by CentralApp, nor in the other cases where the law prohibits limiting liability.

17.1. CentralApp is not responsible for a delay or failure caused by an event beyond its reasonable control: outage or failure of the host, of Stride, of a third-party tool or of the networks, cyberattack, fire, flood, epidemic, strike, decision of an authority, or the illness or unforeseen absence of a key person.

17.2. Its obligations are suspended for as long as the event lasts. If it lasts more than 60 days, either party may end the contract in writing, without compensation. Amounts paid for work already done are not refunded.

18.1. Each party complies with the GDPR. CentralApp processes the Client’s contact data as controller, under the policy published at centralapp.com/en/legal.

18.2. When CentralApp processes data about the Client’s visitors or customers on the Client’s behalf (forms, booking or event requests, orders), it acts as processor within the meaning of Article 28 GDPR. The Client is the controller. CentralApp:

• processes this data only to run the website and on the Client’s written instructions, which are these terms and the quote;
• ensures the confidentiality of the people who have access to it;
• takes appropriate security measures;
• may use sub-processors, in particular the host and messaging tools, whom it binds by equivalent obligations. The Client consents to this in advance and may object to a new sub-processor for a legitimate reason;
• helps the Client, as far as possible and at the Client’s expense beyond normal use, to answer requests from data subjects and to meet its obligations;
• informs the Client without undue delay of any personal data breach it becomes aware of;
• deletes or returns this data at the end of the contract, at the Client’s choice, unless the law requires it to be kept;
• makes available the information needed to demonstrate compliance with this article.

18.3. Data processed by Stride, with which the Client has its own contract, or by a third-party tool connected to the website, is processed under the contract and terms of their publisher; CentralApp is not their processor.

19.1. The contract for a fixed-price website ends at the end of the 30 days of changes; the Client’s Stride subscription continues under Stride’s terms. CentralApp’s recurring services (hosting and management of a custom website, maintenance) last for the term stated in the quote. The Client may end them at the end of their term, in writing, with 3 months’ notice.

19.2. Either party may terminate the contract in writing, without going to court, if the other commits a serious breach and does not remedy it within 15 days of formal notice.

19.3. When CentralApp stops hosting it, the custom website may be taken offline. CentralApp returns the Client’s content within 30 days. For the design system and the code, article 14.3 applies.

20.1. CentralApp may entrust all or part of its services to subcontractors. It remains responsible for them towards the Client within the limits of these terms.

20.2. Communications between the parties may be made by e-mail, which serves as proof.

20.3. If a clause is void, the others remain in force. The void clause is replaced by the valid clause closest to its purpose.

20.4. Not exercising a right does not mean waiving it.

20.5. CentralApp may change these terms. The version that applies is the one in force on the day of the order.

These terms exist in French and in other languages. If they differ, the French version prevails.

22.1. The contract is governed by Belgian law.

22.2. The parties first seek an amicable solution. Failing that, the French-speaking courts of Brussels have sole jurisdiction, unless CentralApp chooses to bring the matter before the court of the Client’s registered office.